Exhibit 2.1
This Assignment made as of the 1st day of September, 1998.
BETWEEN:
ITC LEARNING CORPORATION, a body corporate
(hereinafter "ITCL")
OF THE FIRST PART
-and-
ITC CANADA LIMITED, a body corporate, incorporated
under the laws of the Province of Nova Scotia (hereinafter
"ITC")
OF THE SECOND PART
WHEREAS:
a) Xxxxx Xxxxxxxx Limited, as receiver of Mentor Networks Inc.
("Mentor") and High Performance Group (Canada) Inc. ("HPG")
issued an Information Memorandum dated July 21, 1998 inviting
Offers to Purchase certain of the assets and undertaking of
Mentor and HPG (the "Assets");
b) ITCL made an offer to purchase the Assets which offer was
accepted;
c) ITCL has caused ITC to be incorporated to purchase the Assets;
NOW THEREFORE THIS INDENTURE WITNESSETH that for and in consideration of the sum
of $1.00 and other good and valuable consideration ITCL hereby conveys and
transfers to ITC without recourse all of its interest in the agreement arising
from the acceptance of its offer to purchase the Assets.
IN WITNESS WHEREOF ITCL hereto has caused this indenture to be properly executed
as of the day, month and year herein above first written.
ITC LEARNING CORPORATION
/s/ Xxxxxxxxx X. Xxxxxxxxx Per: /s/ Xxxxxxxxxxx X. Xxxx
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Witness Xxxxxxxxxxx X. Xxxx
