XXXX OF SALE AND ASSIGNMENT
---------------------------
THIS XXXX OF SALE AND ASSIGNMENT (this "Xxxx of Sale"), dated
July 19, 2000, is entered into by and between International Data
Operations, Inc., a Delaware corporation ("Seller"), and XXXx.xxx,
a Florida corporation ("Buyer").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller and Buyer have entered into an Asset Purchase
Agreement, dated as of the date hereof (the "Purchase Agreement")
pursuant to which the Seller shall sell and Buyer shall purchase
the Purchased Assets (as defined in the Purchase Agreement).
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, Seller agrees as follows:
1. Definitions. All terms used herein shall have the
meanings assigned to them in the Purchase Agreement unless
otherwise defined herein.
2. Conveyance. Seller for good and valuable consideration
received from Buyer, does hereby transfer, sell, convey, assign and
deliver to Buyer, free of all claims, liens, security interests,
encumbrances, and rights of third parties whatsoever, all of the
Sellers right, title and interest in and to the Purchased Assets.
3. Assignment. Seller hereby assigns and transfers to
Purchaser and its successors and assigns, and Purchaser hereby
accepts the assignment of the (i) the Assumed Liabilities listed on
Exhibit A to the Asset Purchase Agreement and attached hereto as
Exhibit A and (ii) all obligations and liabilities which arise out
of or relate to the conduct of the Business after the Closing Date.
4. Assumption. Purchaser does hereby assume and agree to
pay, perform, fulfill and discharge (i) the Assumed Liabilities
listed on Exhibit A hereto and (ii) all obligations and liabilities
which arise out of or relate to the conduct of the Business after
the Closing Date.
5. Further Action . At any time, or from time to time
after the date hereof, the Seller shall execute and deliver or
cause to be executed and delivered to Buyer such other instruments
and take such other action as Buyer may reasonably request to carry
out the intent and purpose of the Purchase Agreement and this Xxxx
of Sale, and to more effectively vest title to the Assets in Buyer
and, to the full extent permitted by law, to put Buyer in exclusive
possession and absolute and total control of the Assets.
Exhibit 2.5 - Pg. 2
4. Interpretation. In the event of any conflict or
inconsistency between the terms, provisions and conditions of this
Xxxx of Sale and the Purchase Agreement, the terms, provisions and
conditions of the Purchase Agreement shall govern.
5. Counterparts. This Xxxx of Sale may be executed in
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute a single agreement.
IN WITNESS WHEREOF, Seller has executed this Xxxx of Sale as
of the date first above written.
SELLER:
INTERNATIONAL DATA OPERATIONS, INC.
By: [ILLEGIBLE]
-------------------------------------------
Its: Vice President
AGREED TO AND ACCEPTED BY:
BUYER:
XXXX.XXX, INC.
By: /s/Xxxxxx Richfield
Its: President
