XXXX OF SALE
This XXXX OF SALE is made and entered into as of the 31st day of July,
1998, by and between RIMAGE SERVICES GROUP ("Transferor"), a division of
Rimage Corporation, a Minnesota corporation, located at 0000 Xxxx Xxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, and ADVANCED DUPLICATION SERVICES, INC.
("Transferee"), a Minnesota corporation, located at 0000 Xxxxxxx Xxxx Xxxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Transferee wishes to acquire, and Transferor wishes to sell,
transfer and convey to Transferee, all of Transferor's right, title and
interest in and to the equipment listed on Schedule A hereto (collectively,
the "Equipment");
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
1. Transferor hereby irrevocably sells, grants, assigns, transfers, conveys,
delivers and sets over unto Transferee any and all of its right, title
and interest in the Equipment, subject to the following liens, claims and
encumbrances:
none
2. Transferor hereby represents, warrants and covenants that (a) it is the
owner of good, marketable title to the Equipment, (b) the Equipment is
free from all liens and encumbrances (except as listed above) and (c)
Transferor has the right to sell and convey the Equipment to Transferee.
Transferor shall warrant and defend the sale of the Equipment to
Transferee against any and all persons who claim title to the Equipment,
subject only to the encumbrances listed above. Transferor hereby
indemnifies and holds Transferee harmless from, against and in respect of
(and on demand shall reimburse Transferee for) any and all loss,
liability or damage (including reasonable attorney's fees) suffered or
incurred by Transferee by reason of any untrue representation, breach of
warranty or nonfulfillment of any covenant by Transferor contained herein
or in any certificate, document or instrument delivered to Transferee
pursuant hereto or in connection herewith.
3. Other than is stated above, Transferor makes no express warranties, makes
no implied warranties and disclaims any warranties of merchantability or
fitness for the purpose, and Transferee understands that the Equipment is
being sold and transferred AS IS, WHERE IS.
4. This Xxxx of Sale shall be construed and interpreted, and the rights of
the parties determined in accordance with, the laws of the State of
Minnesota, without reference to conflicts of law principles thereunder.
5. All of the covenants and agreements contained herein shall apply to and
bind the Transferor and benefit the Transferee and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale to
be duly executed and delivered by their respective duly authorized officers,
as of the day and year first above written.
RIMAGE SERVICES GROUP ADVANCED DUPLICATION SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxxx
Its President and CEO Its Chief Executive Officer
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Its Chief Operating Officer
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