BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 10.2
EXECUTION
VERSION
XXXX
OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Agreement”), dated as
of October 21, 2010, is made and entered into
by and between PREMIERE CONFERENCING (CANADA) LIMITED, a company
formed under the laws of Canada (“Canada Holdco”), and EASYLINK SERVICES
INTERNATIONAL CORPORATION, a Delaware corporation
(“Buyer”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings ascribed to such terms in the Purchase
Agreement (as defined below).
WHEREAS, in accordance with the terms
and conditions of that certain Securities and Asset Purchase Agreement, dated as
of October 21, 2010 (the “Purchase Agreement”),
by and among Buyer, Premiere Global Services, Inc., Xpedite Systems
Holdings (UK) Limited, Canada Holdco and Xpedite Systems, LLC, Canada
Holdco desires to sell, transfer, convey and assign to Buyer, and Buyer desires
to purchase from Canada Holdco, the Assets as set forth herein; and
WHEREAS, in accordance with the terms
and conditions of the Purchase Agreement, Canada Holdco desires to assign to
Buyer, and Buyer desires to assume, certain of the liabilities and obligations
of Canada Holdco as set forth herein;
NOW, THEREFORE, FOR AND IN
CONSIDERATION of the premises, the mutual promises, covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Xxxx of
Sale. Subject to the terms and conditions set forth in the
Purchase Agreement, Canada Holdco hereby sells, transfers, conveys and assigns
to Buyer, its successors and assigns, effective as of the date hereof, to have
and to hold forever, free and clear of all Encumbrances (except as set forth in
the Purchase Agreement), all of Canada Holdco’s rights, title and interests in
and to the Assets. Nothing in this Agreement shall be construed as
Canada Holdco’s assignment of its rights, title and interests in and to any
asset other than the Assets.
2. Assignment and
Assumption. Subject to the terms and conditions set forth in
the Purchase Agreement, Canada Holdco hereby assigns and delegates to Buyer, and
Buyer assumes, all of Canada Holdco’s duties and obligations arising under or
related to the Assets and Buyer agrees to pay, perform and discharge, as and
when due, all of the obligations of Canada Holdco arising under or related to
the Assets, in accordance with their respective terms. Nothing in
this Agreement shall be construed as Buyer’s assumption of any of Canada
Holdco’s liabilities or obligations with respect to any assets other than
the Assets.
3. Purchase
Agreement. This Agreement is executed and delivered under and
pursuant to Section 7.01(j) of the Purchase
Agreement. Notwithstanding any other provision of this Agreement,
nothing contained herein shall in any way supersede, modify, replace, amend,
change, rescind, waive or otherwise affect any of the provisions of the Purchase
Agreement, including, without limitation, the representations, warranties,
covenants and agreements of any of the parties thereto.
4. Further
Assurances. Upon the reasonable request of the other party,
each party hereto agrees to take any and all further actions, including, without
limitation, the execution of certificates, documents or instruments, necessary
or appropriate to give effect to the terms and conditions set forth in this
Agreement.
5. Binding
Effect. This Agreement shall be binding upon and shall inure
to the benefit of the respective successors and assigns of Canada Holdco and
Buyer.
6. Counterparts; Fax
Signatures. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute the same instrument. Any signature page of
any such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of
this Agreement, and any telecopy or other facsimile transmission of any
signature shall be deemed an original and shall bind such party.
7. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia without regard to the conflict of laws provisions
thereof.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have
caused their respective duly authorized representatives to execute this
Agreement effective as of the day and year first above written.
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PREMIERE
CONFERENCING (CANADA) LIMITED
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By:
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/s/
Xxxxx Xxxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxx Xxxxxxx
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Title:
SVP – Legal and General Counsel
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BUYER:
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EASYLINK
SERVICES INTERNATIONAL
CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Title:
Chief Executive
Officer
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[SIGNATURE PAGE TO XXXX OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENT]
