XXXX OF SALE
AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
Pursuant to Sections 5.2.5 and 5.4.2 of that certain Share Acquisition
Agreement (the "Share Agreement"), dated as of March 31, 2001, by and between
Vizacom Inc., a Delaware corporation ("Vizacom") and GW 313 Limited, an English
company, as a condition to closing under the Share Agreement and for good and
valuable consideration, the receipt of which is hereby acknowledged:
1. Serif (Europe) Limited, an English company ("Serif Europe"), Serif Inc.,
a Delaware corporation ("Serif Inc."), Serif GmbH, a German corporation ("Serif
GmbH") and Dialog 24 Limited, an English company ("Dialog 24", and collectively
with Serif Europe, Serif Inc. and Serif GmbH, referred to herein as "Serif")
each hereby sells, transfers, assigns and delivers to Vizacom, and Vizacom
hereby purchases, accepts, assumes and receives, all of their respective right,
title and interest in and to the Assets listed under part B on Schedule A
attached hereto (the "Assets").
2. Serif will at any time and from time to time, at the request of Vizacom,
execute and deliver to Vizacom all other instruments necessary to vest in
Vizacom full title to any of the Assets or interests in the Assets which this
instrument purports to transfer to Vizacom. Serif will execute any additional
documents reasonably requested by Vizacom to evidence Serif's undertakings and
obligations hereunder.
3. Vizacom for and on behalf of itself, its successors and assigns, hereby
accepts, receives, assumes and agrees to pay, discharge and perform the
Liabilities listed under part A of Schedule A attached hereto (the
"Liabilities") and will indemnify and keep indemnified Serif from and against
all actions, claims, liabilities and losses incurred by Serif directly in
connection with the Liabilities; provided, however, that Serif will indemnify
and keep indemnified Vizacom from and against all actions, claims, liabilities
and losses incurred by Vizacom with respect to any Serif liabilities other than
the Liabilities. Vizacom will execute any additional documents reasonably
requested by Serif to evidence Vizacom's undertakings or obligations hereunder.
4. The parties acknowledge that any and all liabilities of Vizacom Inc.,
XxxxxxXxxxxx.xxx Inc., Software Publishing Corporation or other non-Serif
subsidiaries of Vizacom Inc. to UUNET Technologies Inc. relating to Burstable TI
Service through the date hereof shall remain liabilities of such companies,
unchanged by the Share Agreement on this Agreement, except that it is agreed by
the parties that Serif shall be responsible for and shall pay to Vizacom $6,000
in respect of such liabilities on or prior to June 1, 2001.
5. (a) Vizacom agrees that it shall or shall procure that any third party
software licenses relating exclusively to Serif Software products shall be
assigned and transferred to Serif following the date of this Xxxx of Sale and
Assignment and Assumption Agreement (this "Agreement");
(b) Vizacom shall provide reasonable cooperation to assist in the
transfers assignment or novation of all distribution, reseller and similar
marketing agreements relating to the marketing or sale of Serif software
products, Software Products and HG Branded Products (as such terms are defined
in the Software License Agreement of even date herewith between Software
Publishing Corporation, a Delaware corporation ("SPC") and Serif Europe);
provided, that Serif shall not be responsible for costs or liabilities relating
to such agreements in respect of sales of any such products which have not been
made by Serif prior to the date of this agreement. Each of Serif on one hand,
and Vizacom and SPC on the other hand, shall indemnify and hold harmless the
other from and against all actions, claims, liabilities and losses incurred by
the other in relation to sales made by such other party.
6. Any and all liabilities of Dialog24 Inc., a Delaware corporation
("Dialog Inc.") reflected on the financial statements of Serif Inc. or otherwise
shall remain liabilities of Dialog24 Inc.
7. Serif hereby assumes all liabilities and other obligations listed under
part C of Schedule A hereto ("Serif Liabilities"). Serif will indemnify and keep
indemnified Vizacom from and against all actions, claims, liabilities and losses
incurred by Vizacom with respect to the Serif Liabilities.
8. Notwithstanding anything to the contrary set forth herein, this
Agreement shall not constitute an agreement to assign any interest in any
instrument, contract, lease, permit or other agreement or arrangement of any
party hereto (an "Assignor") or any claim, right or benefit arising thereunder
or resulting therefrom, if an assignment without the consent of a third party
would constitute a breach or violation thereof or adversely affect the rights of
or any other party hereto (an "Assignee") thereunder. If a consent of a third
party which is required in order to assign any instrument, contract, lease,
permit or other agreement or arrangement or any claim, right or benefit arising
thereunder or resulting therefrom, is not obtained, or if an attempted
assignment would be ineffective or would adversely affect the ability of an
Assignee to convey its interest to an Assignee, the Assignor will cooperate with
the Assignee to provide that the Assignee shall receive the Assignor's interest
in the benefits under any such instrument, contract, lease, permit or other
agreement or arrangement; and any transfer or assignment to the Assignee by the
Assignor of any interest under any such instrument, contract, lease, permit or
other agreement or arrangement that requires the consent of a third party shall
be made subject to such consent or approval being obtained.
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
31st day of March, 2001.
VIZACOM INC.
By: /s/ Xxxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: President
SERIF (EUROPE) LIMITED
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: E.D.
SERIF INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
SERIF GmbH
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: M.D.
DIALOG 24 LIMITED
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Director
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SOFTWARE PUBLISHING
CORPORATION
By: /s/ Xxxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: President
DIALOG24 INC.
By: /s/ Xxxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: President
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