EXHIBIT 2.3
XXXX OF SALE
AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is made and entered into as of this 10th day of June, 2004 by and
among IA Global, Inc., a Delaware corporation ("Buyer") and Xxxxxxx.xxx, Inc., a
Delaware corporation ("Seller"). Seller and Buyer are collectively referred to
herein as the "Parties." All capitalized terms used in this Agreement but not
otherwise defined shall have the respective meanings ascribed to them in the
Asset Purchase Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Parties have entered into an Asset Purchase
Agreement, dated April 13, 2004 (the "Asset Purchase Agreement"), pursuant to
which Buyer has agreed to purchase the Assets;
WHEREAS, in partial consideration therefor, the Asset Purchase
Agreement requires Buyer to assume the Assumed Liabilities; and
WHEREAS, it is the desire of Buyer and Seller that (a) the
Assets be sold, contributed, conveyed, transferred, assigned and delivered to
Buyer and (b) Buyer assume the Assumed Liabilities.
NOW, THEREFORE, in and for consideration of the premises and
the mutual covenants contained herein, and all other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, subject to the terms of the Asset Purchase Agreement, the parties
do hereby agree as follows:
A. XXXX OF SALE AND ASSIGNMENT.
1. Seller hereby sells, transfers and assigns to Buyer, its successors
and assigns, to have and to hold forever, all of Seller's right, title and
interest in and to the Assets. The Assets do not include any of the Excluded
Assets, as defined in the Asset Purchase Agreement.
2. Seller hereby covenants and agrees that it will (or if applicable
any trustee or receiver in bankruptcy, at seller's direction, will), at the
request of Buyer and without further consideration, execute and deliver or cause
to be executed and delivered, such other instruments of sale, transfer and
assignment, and take such other actions as may reasonably be necessary to sell,
transfer, and assign to, and vest in, Buyer, its successors and assigns, right,
title and interest in and to the Assets.
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3. The foregoing provisions relating to the sale, transfer and
assignment of the Assets have been made by the Seller in accordance with the
Asset Purchase Agreement and are expressly made subject to those liabilities,
obligations and commitments that Buyer has assumed and agreed to pay, perform
and discharge pursuant to the provisions relating to the assumption of the
Assumed Liabilities appearing hereafter.
B. ASSUMPTION AGREEMENT.
1. Subject to Section 2.3 of the Asset Purchase Agreement, Buyer hereby
assumes and agrees to pay, perform, or otherwise discharge, as and when the same
shall become due and payable, the Assumed Liabilities and only to the extent
that they arise from or relate to the operation of the Business or the
ownership, possession or use of the Assets.
2. Notwithstanding the foregoing, Buyer does not hereby assume or agree
to pay, perform or otherwise discharge, and Seller shall remain liable for, from
and after the date hereof, all liabilities or obligations of Seller other than
the Assumed Liabilities.
3. Buyer hereby covenants and agrees that it will, at the request of
Seller and without further consideration, execute and deliver or cause to be
executed and delivered, all such other written instruments or agreements of
assumption and performance, and take such other action as may be reasonably
necessary to give effect to the assumption provided for in this agreement.
C. FURTHER ASSURANCES. Seller shall from time to time, at the request of Buyer
and without further cost or expense to Buyer, execute and deliver, or cause to
be executed and delivered by its Affiliates, such other instruments of
assignment, conveyance and transfer and take such other actions as Buyer may
reasonably request in order to further effectuate the consummation of the
transactions contemplated hereby. Buyer shall from time to time, at the request
of Seller and without further cost or expense to Buyer, execute and deliver such
instruments and documents, and take such other actions as Seller may reasonably
request in order to further effectuate the assumption of the Assumed Liabilities
and the consummation of the other transactions contemplated hereby.
D. MISCELLANEOUS.
1. This Agreement (i) shall be governed by and construed under the laws
of the State of Delaware except for any provisions regarding conflicts of law,
and shall be binding upon the successors and assigns of Buyer and each Seller
and (ii) may not be modified, amended or assigned without the prior written
consent of the parties hereto.
2. This Agreement is being delivered pursuant to, and is subject to all
of the terms and conditions of the Asset Purchase Agreement. This Agreement
shall not be deemed to amend any provision of the Asset Purchase Agreement and,
in the event of any inconsistency between the Asset Purchase Agreement and this
Agreement, the former shall prevail.
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3. This Agreement may be executed by facsimile and in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same document.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
IA GLOBAL, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: CFO
XXXXXXX.XXX, INC.
By: /s/ Xx. Xxx Xxxx
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Name: Xx. Xxx Xxxx
Title: CEO
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