Exhibit 10.13
GENERAL
CONVEYANCE, BILL OF SALE AND ASSIGNMENT
AGREEMENT
GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT
AGREEMENT (the "Bill of Sale"), dated March 14, 2005, between VIVID
LEARNING SYSTEMS, Inc. (“Purchaser”), a Delaware
corporation, and TRUEACTIVE SOFTWARE, Inc., a Washington
corporation ("Seller").
WHEREAS, Purchaser and Seller are parties to a
certain framework agreement, the ASSET PURCHASE AGREEMENT dated
March 14, 2005 (the "Framework Agreement"), pursuant to which,
among other things, Seller agreed to sell and transfer, and
Purchaser agreed to purchase and accept, certain assets of Seller;
and
WHEREAS, it is a condition to the Closing of the
Framework Agreement that Seller enters into this Bill of Sale to
sell to the Purchaser the Transferred Assets (as hereinafter
defined);
NOW, THEREFORE, in exchange for the
consideration to be provided by the Purchaser outlined in Section
2.1 of the Framework Agreement and in further consideration of the
mutual covenants and agreements contained in the Framework
Agreement, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby covenants and agrees as
follows:
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1.
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Transferred
Assets . For value both
received and anticipated, the sufficiency of which are hereby
acknowledged, Seller sells, conveys, assigns, transfers and
delivers to the Purchaser, and Purchaser hereby accepts, all of its
right, title and interest and benefit in and to the following
assets (collectively, the "Transferred Assets"):
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a.
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the assets
delineated in Schedule A, to include one receivable (also included
in Exhibit A of the Framework Agreement);
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b.
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the Assignment
of Trademarks set forth in Schedule B; and
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c.
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the Assignment
of Copyright set forth in Schedule C.
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TO HAVE AND TO HOLD, all and singular, for its
own use forever, the Transferred Assets hereby sold, assigned,
transferred, conveyed and delivered, or intended so to be, unto
Purchaser, its successors and assigns forever.
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1.
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Excluded
Assets . Seller shall not
be deemed to have sold pursuant to this Bill of Sale any assets
other than the Transferred Assets.
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2.
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Relationship
with the Framework Agreement . This Bill of Sale is intended to evidence the
consummation of the transactions contemplated by the Framework
Agreement. This Bill of Sale is made without representation or
warranty except as provided in and by the Framework Agreement. This
Bill of Sale is in all respects subject to the provisions of the
Framework Agreement and is not intended in any way to supersede,
limit or qualify any provision of the Framework
Agreement.
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3.
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Sale of
Assets As Is . This sale
of assets is made AS IS and WITH ALL FAULTS. Furthermore, Purchaser
acknowledges that there are no warranties, express or implied
(including no warranty of merchantability or fitness for a
particular purpose), made by seller accompanying this
transaction.
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4.
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Payment of
Taxes . Purchaser
acknowledges its obligation for the payment of all taxes arising
out of this transaction and agrees to indemnify and hold Seller
harmless from any claim, demand or cause of action by any state or
other governmental entity for same.
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5.
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Further
Assurances . Each party
hereby agrees on demand to make, execute, acknowledge and deliver
any and all further documents and instruments, and to do and cause
to be done all such further acts, reasonably requested by the other
party to evidence and/or in any manner to perfect the transfer and
assignment to Purchaser of the Transferred Assets contemplated
hereby. Subject to Section 1.1 of the Framework Agreement,
Purchaser is hereby granted the irrevocable right and authority to
collect for its own account the Interactive, Inc. receivable and
other items included in the Transferred Assets and to endorse any
checks received solely on account of said Receivable.
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6.
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Successors . This Bill of Sale shall inure to the benefit
of and is binding upon the respective successors and assigns of
Seller and Purcha
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