Exhibit 99.2
BILL OF SALE,
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and
Assumption Agreement (“ Bill of Sale,
Assignment and Assumption Agreement ”) is being entered
into as of February ___, 2005, by and between Verso Technologies, Inc.,
a Minnesota corporation (the “Purchaser”) and
Jacksonville Technology
Associates, Inc. , a Delaware corporation now known as
WSECI, Inc. (the “Seller”). The Seller and the
Purchaser are referred to collectively in this Bill of Sale,
Assignment and Assumption Agreement as the “Parties.”
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Asset Purchase Agreement (as
defined below).
RECITALS
The Parties, along with the
Shareholders, have entered into an Asset Purchase Agreement dated
as of February 23, 2005 (the “Asset Purchase
Agreement”) which provides for the purchase by the Purchaser
of the Purchased Assets from the Seller and for certain related
transactions.
This Bill of Sale, Assignment and
Assumption Agreement is being entered into pursuant to
Sections 6.2(h) and 6.3(d) of the Asset Purchase
Agreement.
AGREEMENT
Now, therefore, in
consideration of the foregoing and the mutual covenants and
conditions set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Bill of Sale, Assignment and
Assumption Agreement, intending to be legally bound, agree as
follows:
1. Sale and Assignment.
(a) Subject to the
terms of the Asset Purchase Agreement, the Seller does hereby sell,
transfer, convey and assign to the Purchaser all of the
Seller’s right, title and interest as of the Closing Date in
and to the Purchased Assets.
(b) The Purchaser
hereby accepts the transfer, assignment and conveyance of the
Assumed Contracts and agrees from and after the date hereof to
perform the obligations of the Seller under the Assumed
Contracts.
2. Assumption of Liabilities.
The Purchaser hereby assumes, and agrees to cause to be timely
discharged, duly paid and duly satisfied, each of the Purchased
Liabilities.
3. No additional rights, obligations or
limitation of remedies. Nothing contained in this Bill
of Sale, Assignment and Assumption Agreement is intended to provide
any rights to the Purchaser or the Seller beyond those rights
expressly provided to such Party in the Asset Purchase Agreement.
Nothing contained in this Bill of Sale, Assignment and Assumption
Agreement is intended to impose any obligations or liabilities on
the Purchaser or the Seller beyond those obligations and
liabilities imposed on such Party in the Asset Purchase
Agreement.
Nothing contained in this
Bill of Sale, Assignment and Assumption Agreement is intended to
limit or restrict in any manner any of the rights or remedies
available to the Purchaser or the Seller under the Asset Purchase
Agreement.
4. Further Assurances.
(a) It is the intent of
the parties that all of the Seller’s right, title and
interest in and to each of the Purchased Assets be transferred,
assigned and conveyed to the Purchaser as set forth above. Each
Party will, to the extent reasonably requested by the other Party
and at such other Party’s sole expense, execute and/or cause
to be delivered to each other Party hereto such instruments and
other documents, and shall take such other actions, as such other
Party may reasonably request for the purpose of carrying out or
evidencing the intent of this Bill of Sale, Assignment and
Assumption Agreement.
(b) Each Party will use
commercially
