Exhibit 2.2
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Xxxx of Sale, Assignment and Assumption Agreement (the "Agreement")
is made as of July 18, 2005 by and among Evoke Software Corporation, a Delaware
corporation ("Seller"), and Similarity Vector Technologies (Sivtech) Limited, a
company organized under the laws of Ireland (d/b/a Similarity Systems) ("SVT").
1. Definitions. Unless specifically defined herein, capitalized terms used
in this Xxxx of Sale shall have the meanings given to them in the Asset Purchase
Agreement dated as of July 18, 2005 by and among SVT, Similarity Systems Inc.,
Conversion Services International, Inc. and Seller (the "Purchase Agreement").
2. Sale of Assets. Seller, on behalf of itself and its Affiliates, for a
valuable consideration, the receipt of which is hereby acknowledged, does hereby
irrevocably sell, transfer, assign, grant, convey, and deliver to SVT effective
as of the date of this Agreement the SVT Purchased Assets free and clear of all
Liens except for those Liens consented to by SVT for the purpose of consummating
the transactions contemplated by the Purchase Agreement but for which SVT shall
be entitled to the full benefits of indemnification as provided for in the
Purchase Agreement.
3. Assumption. SVT does hereby assume and agree to pay when due, perform
and discharge in accordance with all terms thereof all of the Contracts included
in the Purchased Assets that are acquired by SVT pursuant to the Purchase
Agreement.
4. Miscellaneous.
(a) The parties hereby agree that they will, from time to time,
execute and deliver and have executed and delivered such further instruments of
conveyance and transfer and take (or cause to be taken) all such further actions
as may be reasonably required to implement and effectuate the sale of the SVT
Purchased Assets to SVT pursuant to the Purchase Agreement and to aid and assist
in the collection or reduction to possession by SVT of all the SVT Purchased
Assets, and to facilitate the assumption and discharge of the Contracts included
in the Purchased Assets that are acquired by SVT pursuant to the Purchase
Agreement.
(b) SVT acknowledges that the Excluded Assets and the Buyer
Purchased Assets are excluded from the SVT Purchased Assets being conveyed
hereby. Seller hereby acknowledges that SVT is not assuming any Assumed
Liabilities nor any Excluded Liabilities.
(c) The warranties, covenants and promises contained in the Purchase
Agreement for the sale, purchase and assumption hereby consummated shall not
merge in but shall survive this Agreement and become a part hereof and shall
continue in full force and effect as though set forth herein at length.
(d) All the terms, covenants and conditions herein contained shall
be for and shall inure to the benefit of and shall bind the respective parties
hereto, and their legal representatives, successors and permitted assigns,
respectively.
(e) This Agreement is executed and delivered in, and shall be
construed and enforced in accordance with the domestic laws of the State of
Delaware, without regard to the laws of such state as to choice or conflict of
laws.
(f) This Agreement may be executed in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
[Signature Page Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
EVOKE SOFTWARE CORPORATION
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President and Chief Executive Officer
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SIMILARITY VECTOR TECHNOLOGIES
(SIVTECH) LIMITED
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Chief Executive Officer
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[SIGNATURE PAGE TO XXXX OF SALE]
