EXHIBIT 99.13
XXXX OF SALE
THIS XXXX OF SALE (this "Xxxx of Sale") is entered into on January 21,
2005, by and between NACT Acquisition, Inc., a Delaware corporation (the
"Purchaser"), and NACT Telecommunications, Inc., a Delaware corporation
("Seller").
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of
the date hereof (the "Purchase Agreement"), by and among Seller, Verso
Technologies, Inc., a Minnesota corporation ("Verso"), NACT Limited, an English
private limited company ("NACT Limited") and Purchaser, Seller has agreed to
sell to Purchaser and Purchaser has agreed to purchase from Seller, for the
consideration and upon the terms and conditions set forth in the Purchase
Agreement, all of the Assets; and
WHEREAS, Seller desires to deliver to Purchaser such instruments of sale,
transfer, conveyance, assignment and delivery as are required to vest in
Purchaser all of Seller's right, title and interest in and to the Assets.
NOW, THEREFORE, pursuant to the Purchase Agreement and in consideration of
the mutual promises contained therein, and for other good and valuable
consideration, the receipt and sufficiency of which Seller and Purchaser each
acknowledge, the parties agree as follows:
1. Each capitalized term used but not defined in this Xxxx of Sale
shall have the meaning ascribed to it in the Purchase Agreement.
2. Effective as of the Closing, Seller hereby sells, transfers,
assigns, conveys and delivers to Purchaser all of Seller's right,
title and interest in and to all of the Assets (other than those
Assets that are effectively sold, transferred, assigned, conveyed
and delivered by Seller to Purchaser as of the Closing pursuant to
other bills of sale or other instruments of sale, transfer,
assignment and conveyance executed by Seller and Purchaser), free
and clear of all Liens, other than Permitted Liens.
3. Nothing in this Xxxx of Sale shall be deemed to supersede, enlarge
or modify any of the provisions of the Purchase Agreement, all of
which survive the execution and delivery of this Xxxx of Sale as
provided and subject to the limitations set forth in the Purchase
Agreement. If any conflict exists between the terms of this Xxxx of
Sale and the terms of the Purchase Agreement, the terms of the
Purchase Agreement shall govern and control.
4. Seller does hereby constitute and appoint Purchaser, its successors
and assigns, as the attorney-in-fact of Seller, with full power of
substitution, in Seller's name and stead, as the case may be, on
behalf and for the benefit of Purchaser, its successors and assigns,
to demand and receive any and all of the Assets and to give receipts
and releases for and in respect of the Assets, or any part thereof,
and from time to time to institute and prosecute in Seller's name
for the benefit of
Purchaser, its successors and assigns, any and all reasonable
proceedings at law, in equity or otherwise, which Purchaser, its
successors and assigns, may deem proper for the collection or
reduction to possession of any of the Assets and to do all things
reasonably necessary to recover and collect the Assets.
5. Seller agrees that from time to time at Purchaser's request, Seller
will, and will use its commercially reasonable efforts to cause its
Affiliates (including Verso and NACT Limited) to, execute and
deliver such further instruments of conveyance and transfer and take
such other actions as may be reasonably required to carry out the
purposes of this Xxxx of Sale. Seller shall bear its own costs and
expenses in compliance with this Section 5.
6. This Xxxx of Sale is made for the sole benefit of the parties hereto
and their respective successors, executors and permitted assigns,
and nothing contained herein, express or implied, is intended to or
shall confer upon any other Person any third-party beneficiary right
or any other legal or equitable rights, benefits or remedies of any
nature whatsoever under or by reason of this Xxxx of Sale.
7. This Xxxx of Sale shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to any
of the conflict of law rules thereof.
8. This Xxxx of Sale shall be effective as of the Closing.
9. This Xxxx of Sale may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Seller and Purchaser have caused this Xxxx of Sale to be
executed and delivered as of the date first above written.
NACT ACQUISITION, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxx
Title: Vice President
NACT TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature page to Xxxx of Sale
