Exhibit 10.14
XXXX OF SALE
This Xxxx of Sale dated as of May 18, 1998 is executed and delivered by
Prism Acoustics, Inc. (d/b/a The VHDL Technology Group), a Delaware corporation
(the "Seller"), and Xxxxxxx X. Xxxxxxxxxx, the sole stockholder of the Seller
(the "Stockholder"), to Intrinsix Corp., a Massachusetts corporation (the
"Buyer"). All capitalized words and terms used in this Xxxx of Sale and not
defined herein shall have the respective meanings ascribed to them in the Asset
Purchase Agreement dated as of May 18, 1998 among the Seller, Stockholder and
Buyer (the "Agreement").
WHEREAS, pursuant to the Agreement, the Seller has agreed to sell,
transfer, convey, assign and deliver to the Buyer substantially all of the
assets and business of the Seller, and the Buyer has agreed to assume certain of
the liabilities of the Seller;
NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and Stockholder hereby
agree as follows:
1. The Seller hereby sells, transfers, conveys, assigns and delivers to
the Buyer, its successors and assigns, to have and to hold forever, all of the
Assets, including, without limitation, the Inventory, the Contract Rights, Fixed
Assets, Intellectual Property, Purchase Orders, Claims, Warranties and certain
other assets, properties, claims, rights and interests.
2. The Seller and Stockholder hereby covenant and agree that they will, at
the request of the Buyer and without further consideration, execute and deliver,
and will cause the employees of the Seller to execute and deliver, such other
instruments of sale, transfer, conveyance and assignment, and take such other
action as may reasonably be necessary to more effectively sell, transfer,
convey, assign and deliver to, and vest in, the Buyer, its successors and
assigns, good, clear, record and marketable title to the Assets hereby sold,
transferred, conveyed, assigned and delivered, or intended so to be, and to put
the Buyer in actual possession and operating control thereof, to assist the
Buyer in exercising all rights with respect thereto and to carry out the purpose
and intent of the Agreement.
3. The Seller and Stockholder each does hereby irrevocably constitute and
appoint the Buyer, its successors and assigns, its true and lawful attorney,
with full power of substitution, in its name or otherwise, and on behalf of each
of the Seller and Stockholder, respectively, or for its own use, to claim,
demand, collect and receive at any time and from time to time any and all Assets
hereby sold, transferred, conveyed, assigned and delivered, or intended so to
be, and to prosecute the same at law or in equity and, upon discharge thereof,
to complete, execute and deliver any and all necessary instruments of
satisfaction and release.
4. This sale, transfer, conveyance and assignment has been executed and
delivered by the Seller in accordance with the Agreement and is expressly made
subject to those liabilities,
obligations and commitments which the Buyer has expressly assumed and agreed to
pay, perform and discharge pursuant to a certain Instrument of Assumption
executed by the Buyer of even date herewith.
5. Each of the Seller and Stockholder, by its execution of this Xxxx of
Sale, and the Buyer, by its acceptance of this Xxxx of Sale, each hereby
acknowledges and agrees that neither the representations and warranties nor the
rights and remedies of any party under the Agreement shall be deemed to be
enlarged, modified or altered in any way by this instrument.
IN WITNESS WHEREOF, the Seller, Stockholder and the Buyer have caused this
instrument to be duly executed under seal as of and on the date first above
written.
SELLER:
PRISM ACOUSTICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Title: President
STOCKHOLDER:
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Agreed and Accepted:
BUYER:
INTRINSIX CORP.
By: /s/ Xxx Xxxxx
--------------------
Xxxxx X. Xxxxx
Title: President
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