EXHIBIT 10.7
GLOBAL XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This global xxxx of sale and assignment and assumption agreement (the
"ASSIGNMENT") is made and entered into as of April 1, 2004, by and between
Splinex LLC, a Florida limited liability company (the "ASSIGNOR"), and Splinex
Technology Inc., a Delaware corporation (the "ASSIGNEE").
W I T N E S S E T H:
WHEREAS, in connection with a restructuring of the Assignor, the
parties hereto have agreed that all the right, title and interest of the
Assignor in and to (i) all of the assets and property, tangible or intangible,
used or owned, by the Assignor which have not been previously sold or assigned
to the Assignee, except for the assets set forth on SCHEDULE 1 hereto (such
assets, excluding the excluded assets, if any, the "ASSETS") shall be sold,
conveyed, transferred, assigned, set over and delivered by Assignor to Assignee
and (ii) all of the liabilities and obligations, whether known or unknown,
contingent or otherwise, of the Assignor which have not previously been assumed
by the Assignee, except for the liabilities set forth on SCHEDULE 1 hereto (such
liabilities, excluding the excluded liabilities, if any, the "LIABILITIES")
shall be contributed, conveyed, transferred, assigned and assumed by Assignor to
Assignee, upon the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee agree as
follows:
1. Assignor does hereby contribute, assign, convey, transfer, set over
and deliver unto Assignee all of the Assignor's right, title and interest in and
to the Assets, free and clear of all pledges, assignments (other than the
assignment to which reference is made herein), hypothecations, security
interests, liens, encumbrances, restrictions or claims whatsoever, except
restrictions and obligations contained in any agreements assigned pursuant
hereto.
2. Assignee hereby assumes all of the Liabilities.
3. This Assignment will be construed in accordance with, and be
governed by, the laws of the State of Florida.
4. This Assignment may be executed in counterparts, each of which will
be deemed to be an original and all of which are one and the same assignment.
Delivery of an executed counterpart of a signature page to this Assignment by
facsimile transmission shall be effective delivery of a manually executed
counterpart of this Assignment.
(signatures page to follow)
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be duly executed as of the date first above written.
SPLINEX LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: President
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SPLINEX TECHNOLOGY INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: President
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