ASSET PURCHASE AND SALE AGREEMENT
This ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into this 21st day of August 2002, by and between XXXXXXX X. XXXXXXX AS
TRUSTEE OF THE CHAPTER 7 BANKRUPTCY ESTATE OF INFOIMAGE, INC., a Delaware
corporation (the "Seller"), and SERVICEWARE TECHNOLOGIES, INC., a Delaware
corporation (the "Buyer").
R E C I T A L S :
A. Seller is the duly appointed trustee of the Chapter 7
bankruptcy estate of InfoImage, Inc., a Delaware corporation (the "Bankruptcy
Estate"), case number 2002-11751 (the "Bankruptcy Case"), pending before the
United States Bankruptcy Court (the "Bankruptcy Court") and which was filed on
July 30, 2002.
B. Seller is the owner of certain tangible and intangible
personal property, including without limitation (i) the computer software and
all related technology, intellectual property rights, trade identity,
registrations, domain names, patents, copyrights and other items described on
the attached Exhibit A (collectively, the "Portal Software"); (ii) those certain
contracts with suppliers, employees, contractors and other third parties to be
set forth by Buyer on the attached Exhibit B (the "Supplier Contracts"); (iii)
those certain customer contracts related to the Portal Software to be set forth
by Buyer on the attached Exhibit C (the "Customer Contracts"); and (iv) those
certain items of personal property to be set forth by Buyer on the attached
Exhibit D (the "Other Assets"). The Supplier Contracts and the Customer
Contracts collectively are referred to in this Agreement as the "Assumed
Contracts," and the Portal Software, Supplier Contracts, Customer Contracts and
Other Assets collectively are referred to in this Agreement as the "Portal
Assets."
C. Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, the Portal Assets for the purchase price and upon the terms and
conditions set forth in this Agreement (the "Sale").
D. Pursuant to 11 U.S.C. Sections 101-1330 (the "Bankruptcy
Code"), consummation of the Sale and the transactions contemplated in this
Agreement requires the approval of the Bankruptcy Court, which involves the
filing of a motion to approve the Sale (the "Sale Motion") which was filed on
August 9, 2002, followed by notification to all creditors, parties to executory
contracts, and other parties in interest of the Sale and the Sale Motion, and a
hearing to approve the Sale Motion (the "Sale Hearing") which tentatively is
scheduled for August 21, 2002.
E. Buyer and Seller desire to set forth in this Agreement the
terms and conditions under which Buyer will purchase, and Seller will sell, the
Portal Assets.
A G R E E M E N T
In consideration of the mutual covenants and agreements contained in
this Agreement, the parties agree as follows:
1. Sale of Assets. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined below), Seller will
sell, assign, transfer and convey to Buyer, by xxxx of sale, assignment and any
other good and sufficient instruments of conveyance satisfactory to and
reasonably requested by Buyer, and Buyer will purchase from Seller, the Portal
Assets, free and clear of all liens, claims, pledges, licenses, sublicenses,
assignments, charges, security interests, and other restrictions or encumbrances
of any kind ("Encumbrances"), except as specifically provided in this Agreement.
Seller is selling the Portal Assets pursuant to this Agreement "As Is/Where Is"
with no representations or warranties except for the representations and
warranties expressly provided in this Agreement.
2. Closing Date. Consummation of the Sale (the "Closing") will
take place at the offices of Xxxxxxxxx & Xxxxxxx, P.A., located at 0000 Xxxx
Xxxxxxxxx Xxxx in Phoenix, Arizona, as soon as reasonably possible after
satisfaction of the conditions precedent set forth in Section 17, but in no
event later than August 30, 2002 (the "Closing Date"). Notwithstanding the
preceding sentence, Buyer, at its sole and absolute discretion, will have the
right (i) to extend the Closing Date for up to ten (10) calendar days past
August 30, 2002, if the only unsatisfied condition precedent to consummating the
Sale is that the court order described in Section 17(g) is entered but is not
final and non-appealable; and (ii) to extend the Closing Date for such time as
Buyer, in its sole and absolute discretion, determines is appropriate in the
event of an appeal of such appealable court order.
3. Delivery of Exhibits B, C, D and I. On or before 5 p.m. on
Monday, August 19, 2002, Buyer will deliver to Seller a copy of (i) Exhibits B
and C setting forth the Assumed Contracts to be assumed by Seller and assigned
to Buyer pursuant to this Agreement; and (ii) Exhibit D setting forth the Other
Assets to be purchased by Buyer pursuant to this Agreement. Notwithstanding
anything to the contrary in this Agreement, Buyer will not take an assignment of
or otherwise become a party to any contract which is not designated by Buyer on
Exhibits B or C, nor will Buyer take title or possession of any asset of Seller
other than the Portal Assets not designated by Buyer on Exhibit D. Within two
(2) business days after receipt of the copies of Exhibits B, C and D from Buyer,
but in no event at least one (1) calendar day before the Closing Date, Seller
will complete and deliver to Buyer a copy of Exhibit I setting forth the Other
Transfers (as defined below).
4. Contingent Contracts. Notwithstanding Buyer's obligation to
set forth on Exhibits B and C those Supplier Contracts and Customer Contracts,
respectively, Buyer will assume, Buyer, at its sole and absolute discretion, may
designate on Exhibits B and C those Supplier Contracts and Customer Contracts,
respectively, which Buyer will assume subject to the terms of this Section 4
(the "Contingent Contracts"). Buyer will render the services (the "Contingent
Services") specified in each Customer Contract designated as a Contingent
Contract (the "Contingent Customer Contracts") to the applicable customer (the
"Contingent Customer") for a period of not more than thirty (30) days after the
Closing Date (the "Contingency Period"). In exchange for Buyer rendering the
Contingent Services, Seller will pay to Buyer cash in an
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amount equal to the gross amount of any service fee, royalty or other payment
the Contingent Customer is obligated to pay, and actually pays directly to
Seller, under the applicable Contingent Customer Contract. Notwithstanding
anything in this Agreement to the contrary, any amount paid to Buyer in
accordance with the preceding sentence will be included in Cash Receipts for
purposes of Section 6(b). On or before the end of the Contingency Period, Buyer
will send written notice to Seller and each party to a Contingent Contract
stating whether Buyer will assume the applicable Contingent Contract. Any
Contingent Contract assumed by Buyer in accordance with this Section 4 will be
treated for all purposes of this Agreement as an Assumed Contract assumed as of
the Closing Date, and Buyer will be entitled to all amounts paid by the
applicable Contingent Customer to Seller pursuant to the applicable Contingent
Customer Contract. Any Contingent Contract not assumed by Buyer in accordance
with this Section 4 will be deemed to be rejected by Buyer as of the earlier of
(a) 11:59 p.m. Arizona time on the date Buyer sends notice to Seller of such
rejection; or (b) 11:59 p.m. Arizona time on the last day of the Contingency
Period. Buyer will have no further obligation to render the Contingent Customer
Services pursuant to any rejected Contingent Customer Contract after the
effective date of such rejection. Notwithstanding anything in this Agreement to
the contrary, Buyer has the right to designate all Supplier Contracts and
Customer Contracts set forth in Exhibits B and C, respectively, as Contingent
Contracts.
5. Liabilities. Buyer will not assume, nor be responsible for any
liability, obligation or commitment of Seller whatsoever, whether actual,
absolute, accrued contingent or otherwise, arising out of or in connection with
any set of facts, acts or circumstances directly or indirectly relating to the
Portal Assets occurring prior to the Closing Date or existing at the Closing
Date, except as may be required by Section 365 of the Bankruptcy Code to cure
any default on an Assumed Contract.
6. Purchase of Additional Assets. Prior to the Closing, Buyer
anticipates identifying and offering to purchase certain assets of Seller
consisting of computer hardware and related tangible personal property used by
Seller and Seller's predecessor in conjunction with the Portal Assets (the
"Additional Assets"). Buyer and Seller, in good faith, will negotiate the
purchase and sale of such Additional Assets. If an agreement to purchase and
sell any Additional Assets is reached, the terms and conditions of such
agreement will be set forth in an addendum to this Agreement which will include,
without limitation, a description of the Additional Assets to be acquired, the
purchase price, the payment terms and any representations and warranties of
Buyer and Seller relating to such purchase and sale.
7. Purchase Price. The purchase price (the "Purchase Price") for
the Portal Assets will be determined and paid in accordance with the following,
but in no event will the aggregate Purchase Price exceed One Million Five
Hundred Thousand and No/100ths Dollars ($1,500,000.00):
a. At Closing, Buyer will pay to Seller cash in an
amount equal to One Hundred Thousand and No/100ths Dollars ($100,000.00).
b. Within ten (10) calendar days after the completion
of each three (3) calendar month period during the twenty four (24) calendar
months commencing on first day of the first calendar month following the Closing
Date (the "Two-Year Period"), Buyer will pay to Seller
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cash in an amount, if any, determined in accordance with the following formula:
(A) the aggregate amount of Cash Receipts (as defined below) which are derived
from the Customer Contracts and any extensions or renewals of the Customer
Contracts (where "renewals" includes, but is not limited to, any instances where
a customer who was a customer of InfoImage, Inc. on July 30, 2002, extends an
existing Customer Contract or signs a new contract with Buyer relating to the
licensing, servicing or support of the Portal Assets); (B) minus One Hundred
Thousand and No/100ths Dollars ($100,000.00); (C) multiplied by fifty percent
(50%); (D) less the aggregate amount previously paid by Buyer to Seller pursuant
to this Section 7(b). For example, if the aggregate Cash Receipts derived from
the Customer Contracts total $650,000 as of February 28, 2003, and Buyer made
one prior payment pursuant to this Section 7(b) in the amount of $125,000, Buyer
will be obligated under this Section 7(b) to pay Seller $150,000.00 ((($650,000
- $100,000) * 50%) - $125,000)) on or before March 10, 2003.
c. Within ten (10) calendar days after the completion of
each three (3) calendar month period during the Two-Year Period, Buyer will pay
to Seller cash in an amount, if any, determined in accordance with the following
formula: (A) the aggregate amount of Cash Receipts from product license fees,
term license fees, lease fees, and annual support and maintenance fees which are
derived from the Portal Software, but which are not derived from the Customer
Contracts, any extension or renewal of the Customer Contracts, or any other
source of income or cash not related to the Portal Software; (B) multiplied by
seven percent (7%).
For purposes of this Section 7, "Cash Receipts" means the gross amount of cash,
in the form of United States currency, which is received by Buyer during the
period commencing on the day after the Closing Date and continuing until the end
of the Two-Year Period, less the amount of any cash refund, cash rebate, cash
discount or other cash payment made by Buyer during such period pursuant to or
on account of the sale, license, lease, service, maintenance or other contract
relating to the Portal Software. Notwithstanding anything in this Agreement to
the contrary, Cash Receipts will not include any cash received by Buyer from
sales, licenses, leases, service or maintenance of products or services other
than the Portal Software, or which is received by Buyer after the Two-Year
Period. Buyer will take no steps to defer Cash Receipts beyond the Two-Year
Period which would otherwise have been received from a customer during the
Two-Year Period in the normal course of business and pursuant to the terms of
the contract with such customer.
8. Assignment of Claims. To the extent permitted by applicable
law, Seller will assign to Buyer any and all of Seller's known and unknown
rights to pursue the collection of damages from, or obtain any equitable relief
against, any person or entity for acts or conduct adversely impacting Buyer's
rights in and to, or use or marketing of, the Portal Assets. Alternatively, at
the direction of Buyer, Seller will take such reasonable actions as are
necessary to enable Buyer to pursue the collection of such damages or obtain
such equitable relief in the name of Seller, provided, however, that Buyer
solely will be responsible for all costs incurred in pursuance of the collection
of such damages or obtaining such equitable relief. In the event Seller is
granted a monetary award in a proceeding conducted by Buyer in accordance with
the preceding sentence, Seller will pay to Buyer out of such monetary award cash
in an amount equal to (a) the costs incurred by Buyer in pursuance of such
monetary award; plus (b) fifty percent (50%) of the amount of such monetary
award remaining after the payment made pursuant to Section 8(a).
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9. Assignment of Restrictive Covenants. To the extent permitted
by applicable law, Seller will assign to Buyer any and all of Seller's known and
unknown rights, whether pursuant to contract, applicable law or otherwise, to
enforce any restrictive covenant, duty or other restriction in any employment
agreement, independent contractor agreement or other agreement which prohibits
or otherwise restricts any person or entity from directly or indirectly
conducting any business in competition with the business of Seller or Seller's
predecessor. Without limiting the generality of the preceding sentence, Seller
will assign to Buyer all of Seller's known and unknown rights to enforce any
fiduciary duty of any director, officer, employee, independent contractor or
other person of Seller, or Seller's predecessor, against the misappropriation or
unauthorized use of the Portal Assets or the unauthorized disclosure of
confidential information directly or indirectly related to the Portal Assets.
10. Seller's Closing Deliveries. At Closing, Seller will sign
and/or deliver to Buyer, to the extent available:
a. A xxxx of sale substantially in the form of the
attached Exhibit E.
b. Such assignments as are requested by Buyer which
Buyer will set forth in the attached Exhibit F.
c. The closing certificate substantially in the form of
Exhibit G.
d. Original copies of all local, state, federal and
foreign registrations for any trade name, trademark, service xxxx, copyright,
patent or other intellectual property registrations for or relating to the
Portal Software.
e. Assignments of any local, state, federal and foreign
registrations for any trade name, trademark, service xxxx, copyright, patent or
other intellectual property registrations for or relating to the Portal Software
in a form reasonably acceptable to Buyer.
11. Buyer's Closing Deliveries. At Closing, Buyer will sign and/or
deliver to Seller:
a. Payment in the amount of One Hundred and No/100ths
Dollars ($100,00.00) in accordance with Section 7(a).
b. A closing certificate substantially in the form of
Exhibit H.
12. Seller's Representations and Warranties. Seller represents
and warrants to Buyer that Seller has no actual knowledge that would negate any
of the following statements:
a. Seller is the sole owner of and has, or will have as
of the Closing Date, good and marketable title to the Portal Assets, free and
clear of all Encumbrances.
b. Except for those rights granted and governed by the
Customer Contracts and the other transfers set forth on the attached Exhibit I
(the "Other Transfers"), neither Seller nor any other person or entity has
granted to any person or entity any right or privilege in, to or relating to the
Portal Software, including without limitation any right to sell, convey,
transfer,
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license, sub-license, create derivative works, alter, copy, reproduce, use,
market, or distribute the Portal Software.
c. Seller is the sole owner and registrant of all
local, state, federal and foreign copyrights, trade names, trade marks, service
marks, patents, and other intellectual property registrations related to the
Portal Software and, with the exception of the rights granted in the Customer
Contracts and the Other Transfers, Seller has no reason to believe that any
other person or entity may have any right which could invalidate, be superior to
or otherwise jeopardize Buyer's exclusive ownership of and rights to the
unfettered use, alteration and sale of the Portal Software.
d. Except for the Customer Contracts and the Other
Transfers, and except as otherwise stated in this Agreement, neither Seller nor
any other person or entity has entered into any contract, license, sub-license,
agreement, arrangement or understanding with respect to the sale, license,
conveyance, transfer or other disposition of all or any portion of the Portal
Assets.
e. The Portal Assets comprise all of the material
intellectual property rights which have been used by Seller or its predecessor
in the operation of the business involving the Portal Software during the twelve
(12) months immediately prior to the Closing Date.
f. No person or entity has infringed, misappropriated,
violated or conflicted with any of the rights in and to the Portal Assets.
g. Except as otherwise stated in this Agreement, no
present or former shareholder, officer, director, agent, employee, independent
contractor or other person or entity related to Seller or its predecessor has,
or has claimed, any right whatsoever in or to the Portal Assets.
h. No loss or expiration of any right to any of the
Portal Assets is threatened, pending, or reasonably anticipated which,
individually or in the aggregate with other losses or expirations, could cause a
material and adverse effect on Buyer's use and ownership of the Portal Assets.
i. No party to any of the Assumed Contracts has
indicated that such party would, or would otherwise be expected to, cancel or
breach any of the Assumed Contracts or otherwise take action which would have a
material and adverse impact on Buyer's rights in and to the Portal Assets or to
use and market the Portal Software.
j. No person or entity has disclosed or otherwise
jeopardized the secrecy of any trade secret which could jeopardize Buyer's
rights to, or ability to conduct business with, the Portal Assets, whether or
not such trade secret is part of the Portal Assets.
k. Neither Seller, its predecessor nor any other person
or entity has infringed, misappropriated, or otherwise conflicted with any
rights of any third parties, including without limitation the infringement,
misappropriation or conflict of any third party's patent, trademark, trade name,
domain name, service xxxx, copyright or other intellectual property right.
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l. Neither Buyer's purchase of the Portal Assets
pursuant to this Agreement, nor Buyer's future use of the Portal Assets in a
manner consistent with the prior use of Seller and its predecessor, will result
in any infringement, misappropriation, or conflict with any rights of any other
person or entity.
m. With respect to any agreements granting licensee
rights to Seller which will be assumed by Buyer with its purchase of the Portal
Assets, Seller has a valid and enforceable right to use the assets licensed
pursuant to such agreements and to assign such right to Buyer pursuant to this
Agreement.
n. Subject to the approval of the Bankruptcy Court,
Seller has all requisite power and authority to enter into and perform the terms
of this Agreement.
o. This Agreement and all supporting documentation
constitute valid and legally binding obligations of Seller, enforceable in
accordance with their terms, except as enforcement may be limited by applicable
law or the order of the Bankruptcy Court.
p. There are no actions, suits, disputes, litigation,
proceedings or governmental investigations whatsoever pending or, to the
knowledge of Seller, threatened against or directly or indirectly relating to
any of the Portal Assets or the transactions contemplated by this Agreement.
Notwithstanding anything in this Agreement to the contrary, Seller will not be
imputed with the knowledge of any employee, officer, director, contractor or
agent of InfoImage, Inc. for purposes of this Section 12.
13. Buyer's Representations, and Warranties. Buyer represents
and warrants to Seller that Buyer has no actual knowledge which would negate any
of the following statements:
a. Buyer is a publicly traded corporation duly organized
and existing and in good standing under the laws of the State of Delaware, and
has all requisite power and authority to enter into and perform the terms of
this Agreement.
b. This Agreement and all supporting documentation
constitute valid and legally binding obligations of Buyer, enforceable in
accordance with their terms, except as enforcement may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally.
14. Survival of Warranties. Seller and Buyer represent to each
other that all of the representations, warranties, covenants, and terms
contained in this Agreement made by one to the other, and in any documents,
certificates, or other instruments delivered by or on behalf of Seller and Buyer
pursuant to this Agreement or in connection with the transactions contemplated
by this Agreement, are true now, will be true as of the Closing Date, and will
survive the Closing. No investigation by or on behalf of any party will
constitute a waiver as to enforcement of any representation or warranty
contained in this Agreement.
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15. Covenants of Seller. Seller covenants to Buyer as follows:
a. Between the date of this Agreement and the Closing
Date, except as contemplated by this Agreement or with the prior written consent
of Buyer, Seller will not:
(i) Enter into, renegotiate or modify any
contract or commitment affecting the Portal Assets.
(ii) Create or assume any Encumbrance with
respect to the Portal Assets.
(iii) Sell, assign, lease, transfer or otherwise
dispose of any of the Portal Assets.
(iv) Take any other action inconsistent with its
obligations under this Agreement or which could hinder or delay the consummation
of the transactions contemplated by this Agreement.
(v) Release any employee, independent contractor
or other person or entity from any restrictive covenant or other agreement
without Buyer's advance written consent, which may be withheld at Buyer's sole
and absolute discretion.
b. Between the date of this Agreement and the Closing
Date, Seller will:
(i) Use its best efforts to determine the amount
of any cure payments to be made on account of any of the Assumed Contracts in
accordance with Section 365 of the Bankruptcy Code.
(ii) Use its best efforts to obtain the
Bankruptcy Court's timely approval of the Sale and the transactions contemplated
in this Agreement.
(iii) Subject to any reasonable confidentiality
agreement Seller may require from Buyer, give to Buyer and Buyer's
representatives full access during normal business hours to all of the
properties, books, and records relating to the Portal Assets, and to the
facilities and employees of Seller including such access and cooperation as may
be necessary to inspect the Portal Software and to contact the parties to the
Customer Contracts.
(iv) Promptly notify Buyer in writing if Seller
becomes aware of any fact or condition that causes or constitutes a breach of
any of Seller's representations and warranties contained in this Agreement, or
if Seller becomes aware of the occurrence of any fact or condition occurring
after the date of this Agreement that would have constituted a breach if any
such representation or warranty had been made as of the time of occurrence or
discovery of that fact or condition.
(v) Take such actions as are reasonably
necessary to assist Buyer to identify those employees or contractors of Seller
who can assist Buyer to integrate the Portal Assets into Buyer's existing
business, develop the Portal Software and market and sell the Portal Software
(the "Key Employees"); and to assist Buyer to procure the services of those Key
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Employees Buyer desires to employ. Without limiting the generality of the
preceding sentence, to the extent reasonably possible, Seller will disclose to
Buyer such information about Seller's employees that is relevant to Buyer's
identification of the Key Employees, and Seller promptly will release those Key
Employees Buyer desires to employ from any employment agreement, restrictive
covenant or other agreement or restriction which in any way could hinder Buyer's
ability to procure the services of such Key Employees.
(vi) Cooperate with and provide all reasonable
assistance to Buyer, at Buyer's expense, with respect to the preparation of any
patent, copyright, trade name, trademark, service xxxx or other intellectual
property registration applications related to the Portal Software, including
without limitation the execution and delivery of any required documentation of
assignment, sale or other transfer of the Portal Software to Buyer pursuant to
this Agreement.
16. Buyer's Covenants. Buyer convents to Seller that Buyer will
use its best efforts to obtain the Bankruptcy Court's timely approval of the
Sale and the transactions contemplated in this Agreement.
17. Closing Contingencies. Buyer's obligation to consummate the
Sale is expressly conditioned and contingent upon the complete satisfaction or
waiver of the following conditions precedent on and as of the Closing Date:
a. The representations and warranties of Seller are true
and correct in all material respects.
b. Seller will have performed or complied with, in all
material respects, all conditions, covenants and obligations required to be met
or performed by Seller under this Agreement.
c. Buyer will have completed such due diligence as
Buyer, in its sole and absolute discretion, determines is necessary to evaluate
the condition and marketability of the Portal Assets.
d. Buyer will have received all corporate and
governmental consents or other assurances reasonably satisfactory to Buyer
pertaining to the consummation of the transactions contemplated under this
Agreement.
e. Buyer will have determined, in its sole and absolute
discretion, that there has been no material, adverse change in the ownership,
registration, functionality or marketability of the Portal Assets since the date
of this Agreement.
f. Buyer will have determined, in its sole and absolute
discretion, that there has been no unauthorized use of, access to, duplication
of, or dissemination of the Portal Software.
g. The Bankruptcy Court will have entered a final,
non-appealable order from the bankruptcy court approving the consummation of the
transactions contemplated in this Agreement, and which explicitly finds and
orders that Buyer is entitled to the protections afforded by Section 363(m) of
the Bankruptcy Code.
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18. Allocation of Purchase Price. At such time and at such place
as Seller and Buyer agree, but in no event more than thirty (30) calendar days
after the Closing Date, Seller and Buyer will meet to mutually determine and
agree to the allocation of the Purchase Price to be reported by Seller and Buyer
for federal and state income tax purposes.
19. Risk of Loss. Risk of loss to the Portal Assets prior to the
Closing Date will remain on Seller, and destruction or threatened destruction of
the Portal Assets, in whole or in part, before possession is delivered to Buyer,
upon Buyer's written demand to Seller will terminate any and all of Buyer's
obligations under this Agreement and any sums paid by Buyer to Seller promptly
will be refunded.
20. Modification or Waiver. No modification of this Agreement will
be deemed effective unless in writing and signed by the parties, and any waiver
granted will not be deemed effective unless in writing, signed by the party
against whom enforcement of the waiver is sought.
21. Third Party Beneficiaries. Nothing in this Agreement, express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties to it, nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of
any third person to any party to this Agreement.
22. Attorneys' Fees. If any proceeding or action is brought to
recover any amount, or seek injunctive relief, under this Agreement, or for or
on account of any breach of, or to enforce or interpret any of the terms,
covenants, or conditions of this Agreement, the prevailing party will be
entitled to recover from the other party, as part of the prevailing party's
costs, reasonable attorneys' fees, the amount of which will be fixed by the
arbitrators or by the court, as applicable, and will be made a part of any award
or judgment rendered. Buyer's attorneys' fees will be treated as administrative
expenses of the Bankruptcy Estate pursuant to Section 503(b) of the Bankruptcy
Code.
23. Expenses. Whether or not the Closing occurs, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated in this Agreement will be paid by the party incurring such expense.
Notwithstanding the preceding sentence, should the Closing not occur, Buyer will
have the right to assert a claim or right pursuant to Section 503(b) of the
Bankruptcy Code; however, such right will not constitute an acknowledgement of
the validity of such asserted claim or right.
24. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes, be deemed an original and
all of such counterparts, taken together, shall constitute one and the same
agreement.
25. Further Acts. Each party agrees to perform any further acts
and to execute and deliver such documents that may be reasonably necessary to
effectuate the terms of this Agreement.
26. Brokers or Finders. Buyer and Seller each represent that no
agent, broker, finder or other firm or person is or will be entitled to any
broker's or finder's fee or any other
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commission or similar fee in connection with any of the transactions
contemplated under this Agreement.
27. Effect of Agreement. This Agreement and the exhibits to this
Agreement embody the entire Agreement and understanding of the parties and
supersede any and all prior agreements, arrangements and understandings relating
to matters provided for in this Agreement.
28. Captions. The captions are for convenience only and will not
control or affect the meaning or construction of the provisions of this
Agreement.
29. Notices. Any notice, demand or request required or permitted
to be given under the provisions of this Agreement will be in writing and will
be deemed to have been duly delivered on the date of personal delivery or on the
date of mailing if mailed by registered or certified mail, postage prepaid and
return receipt requested to the addresses set forth beneath the signature of
each party, or to such other address as any party may request by notifying in
writing all of the other parties to this Agreement.
30. Representation by Counsel. Each of the parties has been
represented by or has had the opportunity to be represented by legal counsel of
its own choice. The parties acknowledge that the law firm of Xxxxxxxxx &
Xxxxxxx, P.A., has acted as attorneys for Buyer and not as attorneys for any
other party to this Agreement. This Agreement has been negotiated among the
parties and if there is any ambiguity, no presumption construing the Agreement
against a party will be imposed because this Agreement was prepared by counsel
for the party or counsel for another party.
31. Pronouns. Whenever the neuter gender is used in this Agreement
and when required by the context, the same will include the masculine and
feminine genders and vice versa.
32. Severability. If any one or more of the provisions of this
Agreement are held or found to be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired by such invalidity, illegality or
unenforceability.
33. Binding upon Successors and Assigns. This Agreement will be
binding upon the parties and their legal representatives, successors, and
assigns.
34. Exhibits. All exhibits referenced in this Agreement are
incorporated by such reference into this Agreement.
35. Governing Law and Jurisdiction. This Agreement and all
amendments to this Agreement are to be governed by the laws of the State of
Arizona. The parties agree that the United States Bankruptcy Court for the
District of Arizona, in Case Number 02-11751, will have sole and absolute
jurisdiction to hear and resolve any disputes arising under this Agreement.
[Signatures of the parties are on the next page.]
11
The parties have executed this Agreement effective as of the day and
year first above written.
SELLER:
XXXXXXX X. XXXXXXX AS THE TRUSTEE
OF THE CHAPTER 7 BANKRUPTCY ESTATE
OF INFOIMAGE, INC., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX as Chapter 7 Trustee
----------------------------------------
of InfoImage and not individually or on behalf of
the community
Name: Xxxxxxx X. Xxxxxxx
Title: Chapter 7 Bankruptcy Trustee
Address: XX Xxx 0000
Xxxxxxxx XX 00000
________________________________________
BUYER:
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
---------------
Name: Xxxx Xxxxxx
Title: CEO
Address: 0xx Xxxxx
00 Xxxx Xxx. Xxxxx
Xxxxxx, X.X. 08830
12
Exhibits
Exhibit A Description of Portal Software
Exhibit B Description of Supplier Contracts
Exhibit C Description of Customer Contracts
Exhibit D Description of Other Assets
Exhibit E Form of Xxxx of Sale
Exhibit F Forms of Assignment
Exhibit G Form of Seller's Closing Certificate
Exhibit H Form of Buyer's Closing Certificate
Exhibit I Description of Other Transfers
13
EXHIBIT A
[DESCRIPTION OF PORTAL SOFTWARE]
All software and computer or electronic applications owned by Seller or
Seller's predecessor, InfoImage, Inc., including, but not limited to, all object
code and source code, and all versions, releases, service packs, modifications
or enhancements thereto (or proposed versions, releases, service packs,
modifications or enhancements thereto) and all documentation, files, media,
data, databases, designs, drawings, flow charts, information (including, but not
limited to, any internal or external communications or electronic mail),
functional and technical specifications, quality assurance records (including,
but not limited to, histories and methodology), customer support information
(including, but not limited to, databases, case histories, customer lists),
engineering details, data, discoveries, models, materials (including, but not
limited to, any marketing materials, case studies, pricing, packaging,
promotional materials, market research and collateral materials), techniques,
input or output, products, procedures, programs, Web sites, domain names,
patents and any and all patent applications, copyrights and any and all
copyright applications, trade names, trade secrets, trademarks and any and all
trademark applications, and any other rights in any way related to any of the
foregoing (whether or not reduced to writing) and any and all derivative works
of any and all of the foregoing.
Exhibit A
Page 1 of 1
EXHIBIT B
[DESCRIPTION OF SUPPLIER CONTRACTS]
The contracts set forth in the summary schedule below are cataloged in binder
number _____.
----------------------------------------------------------------------------------------------------
INDEX TERMINATION
NUMBER SUPPLIER NAME DESCRIPTION OF CONTRACT EFFECTIVE DATE DATE
----------------------------------------------------------------------------------------------------
1. Outsell International Sales Representative Agreement 09/08/01 09/07/03
----------------------------------------------------------------------------------------------------
2. Semio Corporation OEM License Agreement Unknown Unknown
----------------------------------------------------------------------------------------------------
3. bpallen technologies, LLC OEM License Agreement 02/01/02 Approx. 01/31/04
----------------------------------------------------------------------------------------------------
4. bpallen technologies, LLC Source Code Escrow Agreement 02/04/04
----------------------------------------------------------------------------------------------------
5. bpallen technologies, LLC Non-disclosure Agreement 11/15/01 11/14/06
----------------------------------------------------------------------------------------------------
6. bpallen technologies, LLC Mutual Non-disclosure Agreement 12/13/01 Approx. 12/12/04
----------------------------------------------------------------------------------------------------
7. 3rd Millennium Integrator Agreement 02/01/02 01/31/05
Communications dba
Enterpulse
----------------------------------------------------------------------------------------------------
8. Xxxxxx, Xxxxx & Company Integrator Agreement 03/01/02 02/28/05
----------------------------------------------------------------------------------------------------
9. ePresence, Inc. Integrator Agreement 06/01/01 05/31/04
----------------------------------------------------------------------------------------------------
10. Techspan, Inc. Integrator Agreement 09/05/01 09/04/04
----------------------------------------------------------------------------------------------------
11. Econium Integrator Agreement 12/06/00 12/05/03
----------------------------------------------------------------------------------------------------
12. Blue Wolf Mutual Non-Disclosure Agreement 05/22/02 05/21/05
----------------------------------------------------------------------------------------------------
13. SDMR, Inc. Mutual Non-Disclosure Agreement 03/20/02 03/19/05
----------------------------------------------------------------------------------------------------
14. Ensynch, Inc. Professional Services Agreement 09/25/01
----------------------------------------------------------------------------------------------------
15. Microsoft Corporation Independent Software 06/14/01 06/13/03
Vendor Royalty License and
Distribution Agreement
----------------------------------------------------------------------------------------------------
16. Microsoft Corporation Sharepoint Portal Server 2001 06/14/01 06/13/03
Trademark License Agreement
----------------------------------------------------------------------------------------------------
17. Microsoft Corporation Non-Disclosure Agreement 02/17/00
----------------------------------------------------------------------------------------------------
Exhibit B
Page 1 of 1
EXHIBIT C
[DESCRIPTION OF CUSTOMER CONTRACTS]
The contracts set forth in the summary schedule below are cataloged in binder
number _____.
----------------------------------------------------------------------------------------------------
INDEX DESCRIPTION EFFECTIVE TERMINATION CONTINGENT
NUMBER CUSTOMER NAME OF CONTRACT DATE DATE CONTRACT
----------------------------------------------------------------------------------------------------
1. Child Health Corporation Master Agreement 09/27/01 09/26/02* Yes
of America
----------------------------------------------------------------------------------------------------
2. Coca-Cola Company Letter of Engagement 05/20/02 09/27/02 Yes
----------------------------------------------------------------------------------------------------
3. Xxxxxx Tire & Rubber Master Agreement 06/20/01 06/19/02* Yes
----------------------------------------------------------------------------------------------------
4. Dirxon, Inc. Master Agreement 12/15/01 12/14/02* Yes
----------------------------------------------------------------------------------------------------
5. Ensynch, Inc. Application Service Provider 09/28/01 09/27/06* Yes
Agreement
----------------------------------------------------------------------------------------------------
6. Xxxxx Xxxxxxx Company Freedom Software License 02/15/00 Yes
Agreement
----------------------------------------------------------------------------------------------------
7. Kraft Foods, Inc. Master Agreement 09/30/00 Yes
(Nabisco)
----------------------------------------------------------------------------------------------------
8. Mitsubishi F___ Truck of Fixed Price Proposal Yes
America
----------------------------------------------------------------------------------------------------
9. Xxxxx Corning, Inc. Master Agreement 12/23/00 12/26/01* Yes
----------------------------------------------------------------------------------------------------
10. Poten and Partners, Inc. Master Agreement 05/04/00 05/03/01* Yes
----------------------------------------------------------------------------------------------------
11. Skyy Spirits, LLC Master Agreement 11/20/00 11/19/01* Yes
----------------------------------------------------------------------------------------------------
12. Xxxxxxxx and Xxxxxxxx, Master Agreement 03/29/01 03/28/04 Yes
Inc.
----------------------------------------------------------------------------------------------------
13. SAA/RT Ventures LLC (Six Application Service Provider 09/18/01 09/18/06* Yes
Sigma Red Leg Agreement
Technologies)
----------------------------------------------------------------------------------------------------
14. Starbase Corporation Master Agreement 07/18/01 07/18/02* Yes
----------------------------------------------------------------------------------------------------
15. Computer & Hi-Tech Value Added Reseller 03/06/02 Perpetual Yes
Management, Inc. (VAR) Agreement Sublicense and Fees
and Tinker Air Force Base
----------------------------------------------------------------------------------------------------
*Automatically renews for 1-year periods.
Exhibit C
Page 1 of 1
EXHIBIT D
[DESCRIPTION OF OTHER ASSETS]
- NONE -
Exhibit D
Page 1 of 1
EXHIBIT E
[FORM OF XXXX OF SALE]
XXXX OF SALE
THE UNDERSIGNED, Xxxxxxx X. Xxxxxxx as Trustee of the Chapter 7
Bankruptcy Estate of InfoImage, Inc., a Delaware corporation ("Seller"), in
consideration of the Asset Purchase and Sale Agreement, dated August 21, 2002,
and other good and valuable consideration received from ServiceWare
Technologies, Inc., a Delaware corporation ("Buyer"), does hereby grant,
bargain, sell and convey to Buyer, its successors and assigns, forever, the
goods, chattels and property described on Exhibits A, B, C and D attached (the
"Assets"), "As Is/Where Is" and free and clear of all liens and encumbrances.
IN WITNESS WHEREOF, this Xxxx of Sale is signed this 21 day of August,
2002.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX as BK Trustee
---------------------------------
of InfoImage and not individually or
on behalf of the community
Name: Xxxxxxx Xxxxxxx
Title: ____________________________
Exhibit E
Page 1 of 1
EXHIBIT F
[FORMS OF ASSIGNMENT]
IN THE ARIZONA SECRETARY OF STATE'S OFFICE
In re Registration of InfoImage, Inc.
File ID: 33590
ASSIGNMENT
Agent ID: 115141
Filed: April 13, 1994
Xxxx: INFOIMAGE
VIA EXPRESS MAIL
Arizona Secretary of State
0000 Xxxx Xxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc., a Delaware corporation, filed an application
for the above-referenced trademark, which obtained registration status;
WHEREAS, InfoImage, Inc. a petition with the United States Bankruptcy
Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration; and
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August __, 2002, Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Exhibit F
Page 1 of 22
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the Arizona Secretary of State's Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 2 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 76101436
ASSIGNMENT
Filed: August 2, 2000
Registration: 2529441
Registered: January 15, 2002
Xxxx: INFOIMAGE
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc., a Delaware corporation, filed an
Intent-to-Use Application for the above-referenced trademark, which obtained
registration status;
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
----------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 3 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office
connected herewith, and to appoint and revoke appointment of associate
attorneys and agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
-------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 4 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 76091243
ASSIGNMENT
Filed: July 18, 2000
Xxxx: INFOIMAGE FEDERATED
PORTAL ARCHITECTURE
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
----------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 5 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXX XXXXXX
---------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 6 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 76091244
ASSIGNMENT
Filed: July 18, 2000
Registration: 2529419
Registered: January 15, 2002
Xxxx: INFOIMAGE FEDERATED PORTAL ARCHITECTURE
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
----------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 7 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 8 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 76091073
ASSIGNMENT
Filed: July 18, 2000
Registration: 2494224
Registered: October 2, 2001
Xxxx: INFOIMAGE ACADEMY
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of
the Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business related
thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-
interest to the ongoing and existing business of the registrant, as it relates
to the above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy estate,
does hereby assign to ServiceWare Technologies, Inc. all right, title and
interest in and to the above-referenced trademark, and the registration thereof,
together with all goodwill of the business symbolized by the trademark, and the
above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
--------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 9 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 10 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 75668767
ASSIGNMENT
Filed: March 26, 1999
Registration: 2496777
Registered: October 9, 2001
Xxxx: PERIPHERAL VISION
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business related
thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-
interest to the ongoing and existing business of the registrant, as it relates
to the above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 11 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
---------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 12 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 75585258
ASSIGNMENT
Filed: November 9, 1998
Registration: 2399081
Registered: October 31, 2000
Xxxx: INFOIMAGE INTERACTIVE OBJECT TOOLS
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United
States Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business related
thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-
interest to the ongoing and existing business of the registrant, as it relates
to the above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 13 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
---------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 14 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 75394584
ASSIGNMENT
Filed: November 21, 1997
Registration: 2445409
Registered: April 24, 2001
Xxxx: INFOIMAGE ESSENTIAL TOOLS
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of
the Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business related
thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates
to the above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 15 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office connected
herewith, and to appoint and revoke appointment of associate attorneys and
agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
---------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 16 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 75384668
ASSIGNMENT
Filed: November 4, 1997
Registration: 2366728
Registered: July 11, 2000
Xxxx: BUILDING THE INTERACTIVE ORGANIZATION
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 17 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office
connected herewith, and to appoint and revoke appointment of associate
attorneys and agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 18 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 74680933
ASSIGNMENT
Filed: May 30, 1995
Registration: 2041634
Registered: March 4, 1997
Xxxx: INFOIMAGE
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
----------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and not
individually or on behalf of the community
Exhibit F
Page 19 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office
connected herewith, and to appoint and revoke appointment of associate
attorneys and agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 20 of 22
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Registration of InfoImage, Inc.
Serial No.: 74531520
ASSIGNMENT
Filed: May 31, 1994
Registration: 2044146
Registered: March 11, 1997
Xxxx: HRQUEST
VIA EXPRESS MAIL
Assistant Commissioner for Trademarks
Office of the Assistant Commissioner for Trademarks
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
ASSIGNMENT OF REGISTRATION
WHEREAS, InfoImage, Inc. filed a petition with the United States
Bankruptcy Court, case number 2002-11751, on July 30, 2002;
WHEREAS, Xxxxxxx X. Xxxxxxx is the duly appointed trustee of the
Chapter 7 bankruptcy estate of InfoImage, Inc. (the "Trustee") and has the
requisite power to execute this Assignment of Registration;
WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement,
dated August 21, 2002, the Trustee, on behalf of the InfoImage, Inc. bankruptcy
estate, desires to transfer all right, title and interest in and to the
above-referenced trademark and all accompanying goodwill of the business
related thereto to ServiceWare Technologies, Inc., a Delaware corporation;
WHEREAS, ServiceWare Technologies, Inc. is the successor-in-interest
to the ongoing and existing business of the registrant, as it relates to the
above-referenced trademark; and
NOW THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Trustee, on behalf of the InfoImage Inc. bankruptcy
estate, does hereby assign to ServiceWare Technologies, Inc. all right, title
and interest in and to the above-referenced trademark, and the registration
thereof, together with all goodwill of the business symbolized by the
trademark, and the above-identified application thereof.
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc.,a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and
not individually or on behalf of the community
Exhibit F
Page 21 of 22
POWER OF ATTORNEY
The undersigned hereby appoints all members of the law firm of
Xxxxxxxxx & Xxxxxxx, P.A., 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, to
prosecute the Registration, receive amended certificates of registration and to
transact all business in the United States Patent and Trademark Office
connected herewith, and to appoint and revoke appointment of associate
attorneys and agents.
It is requested that all correspondence regarding this Registration be
directed to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxxx, P.A.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SERVICEWARE TECHNOLOGIES, INC., a Delaware
corporation
By: /s/ XXXX XXXXXX
------------------
Name: Xxxx Xxxxxx
Its: CEO
Dated: August 21, 2002
Exhibit F
Page 22 of 22
EXHIBIT G
[FORM OF SELLER'S CLOSING CERTIFICATE]
CLOSING CERTIFICATE OF SELLER
Pursuant to that certain Asset Purchase and Sale Agreement by and
among Xxxxxxx X. Xxxxxxx as Trustee of the Chapter 7 bankruptcy estate of
InfoImage, Inc., a Delaware corporation ("Seller") and ServiceWare
Technologies, Inc., a Delaware corporation ("Buyer"), dated as of August ___,
2002 (the "Asset Purchase Agreement"), the undersigned, does hereby certify
that, except to the extent waived in writing, the following statements are true:
1. The representations and warranties of Seller set forth
in the Asset Purchase Agreement are true and correct in
all material respects on and as of the date hereof, and
shall have the same force and effect as if they had been
originally made as of such date.
2. Each and all of the covenants and agreements of Seller
to be performed or complied with pursuant to the Asset
Purchase Agreement on or prior to the date hereof have
been duly performed and complied with in all material
respects.
3. All documents and instruments required to be executed
and delivered by Seller on or prior to the date hereof
pursuant to the Asset Purchase Agreement have been
executed and delivered by duly authorized
representatives of Seller.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
21st day of August, 2002.
SELLER:
Xxxxxxx X. Xxxxxxx as Trustee of the
Chapter 7 Bankruptcy Estate of InfoImage,
Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
----------------------
Name: Xxxxxxx Xxxxxxx
Title: BK Trustee of InfoImage Inc and
not individually or on behalf of the
community
Exhibit G
Page 1 of 1
Exhibit H
[FORM OF BUYER'S CLOSING CERTIFICATE]
CLOSING CERTIFICATE OF BUYER
Pursuant to that certain Asset Purchase and Sale Agreement by and
among Xxxxxxx X. Xxxxxxx as Trustee of the Chapter 7 bankruptcy estate of
InfoImage, Inc., a Delaware corporation ("Seller") and ServiceWare
Technologies, Inc., a Delaware corporation ("Buyer"), dated as of August ___,
2002 (the "Asset Purchase Agreement"), the undersigned, does hereby certify
that, except to the extent waived in writing, the following statements are true:
4. The representations and warranties of Buyer set forth in
the Asset Purchase Agreement are true and correct in all
material respects on and as of the date hereof, and
shall have the same force and effect as if they had been
originally made as of such date.
5. Each and all of the covenants and agreements of Buyer to
be performed or complied with pursuant to the Asset
Purchase Agreement on or prior to the date hereof have
been duly performed and complied with in all material
respects.
6. All documents and instruments required to be executed
and delivered by Buyer on or prior to the date hereof
pursuant to the Asset Purchase Agreement have been
executed and delivered by duly authorized
representatives of Buyer.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
21st day of August, 2002.
BUYER:
ServiceWare Technologies, Inc., a Delaware
corporation
By: /s/ XXXX XXXXXX
-------------------
Name: Xxxx Xxxxxx
Title: CEO
Exhibit H
Page 1 of 1
EXHIBIT I
[DESCRIPTION OF OTHER TRANSFERS]
1. Escrow Arrangements. Seller has learned, and has discussed with Buyer, that
some customers have or may have rights in certain escrow arrangements whereby
those customers may have access or rights to source code or other intellectual
property assets that may include the Portal Assets, which escrow rights may be
triggered by prior or existing defaults under Customer Contracts.
2. Xxxxx Xxxxxxx. Seller has forwarded to Buyer a letter, dated February 14,
2002, purporting to transfer certain software rights to a Xx. Xxxxx Xxxxxxx,
who is believed by Seller to be a former employee of InfoImage, Inc.
Exhibit I
Page 1 of 1
