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 oth
