EXHIBIT 99.6
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WARRANTY XXXX OF SALE
NATIONAL DATACOMPUTER, INC., A DELAWARE CORPORATION OF 000 Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 0, Xxxxxxxxx, XX 00000 ("NDI") pursuant to the agreement of
the parties and effective December _____, 2006, for and in consideration of
valuable interests which are exchanged, sells and grants to A.S.T., INC., a
Michigan corporation, of 0000 Xxxxxx Xxxx Xxxx, Xxxxx, XX 00000, and to its
successors and assigns ("AST") all right, title and interest in and to all
assets used exclusively in its audit business consisting of the following: those
items of equipment and inventory described on the attached Exhibit A, all other
items attached on Exhibit B and the information, rights and interests described
in the Assignment of Molds, Assignment of Contracts, Assignment of Patent and
Copyright and Assignment of Customer Information, Software Information and
Equipment (the "Audit Business Assets"). NDI makes this assignment for itself,
its successors and assigns and covenants and agrees with AST to warrant and
defend the title and sale of Audit Business Assets against all persons. All
other assets shall remain the sole and exclusive property of NDI except that if
the parties determine that any of the current products used in the Audit
Business also contain software or intellectual property used in other NDI
businesses which has not been assigned hereunder, then NDI shall grant to AST a
perpetual non-exclusive royalty-free worldwide license to use such software and
intellectual property in the Audit Business products. .
NDI further covenants, represents, and warrants the following:
1. NDI has full right to sell and transfer the Audit Business Assets;
2. The Audit Business Assets are sold and transferred in good faith for
actual and adequate consideration; and
3. There are no judgments, liens, mortgages, pledges, claims, rights,
security interests, encumbrances, or any other adverse interests of any
kind or nature against the Audit Business Assets of which NDI has received
notice.
NDI acknowledges that separate from this Warranty Xxxx of Sale is a
Confidentiality and Covenant Not to Compete.
NDI's authorized officer has executed this Warranty Xxxx of Sale effective
December ____, 2006 with the full authority of the Board of Directors of NDI.
The Audit Business Assets do not include assets used in connection with NDI's
route accounting and other businesses.
NATIONAL DATACOMPUTER, INC.
By: __________________________
Xxxxxxx Xxxxxx, its President
State of Massachusetts)
________ County)ss
On DECEMBER ____, 2006 before me, a notary public, personally appeared XXXXXXX
XXXXXX to me known to be the person who executed the foregoing instrument, and
acknowledge that such person acknowledged that his the president and authorized
officer of National DataCompter, Inc. and that he executed the same freely with
the full authority of the Board of Directors of said corporation.
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Notary Public,
___________County, Massachusetts
My Comm. Expires: _____________
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