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EXHIBIT 6.13
▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of July 15, 1999, is entered into by and between
▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation ("Qorus"), and NetDox, Inc., a Delaware
corporation ("NetDox").
WHEREAS, ▇▇▇▇▇▇▇▇ Group, Inc. and Qorus entered into that certain
Agreement to Provide Funds dated as of March 19, 1999 (the "Loan Agreement")
pursuant to which Qorus agreed to make certain loans to ▇▇▇▇▇▇▇▇ as evidenced by
that certain Promissory Note dated as of March 19, 1999 in the original
principal amount of $3,200,000 (the "Revolving Promissory Note");
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
dated as of June 4, 1999, ▇▇▇▇▇▇▇▇ assigned all of its rights and obligations
under the Loan Agreement and the Promissory Note to NetDox;
WHEREAS, NetDox wishes to sell, transfer and assign, and Qorus wishes
to acquire, certain assets of NetDox on the terms and conditions contained
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. NetDox hereby sells, transfers, conveys, assigns, and delivers to
Qorus, its successors and assigns, forever, all of its right, title and interest
in and to those assets (the "Assets") listed on Annex I attached hereto and
incorporated herein by this reference, free and clear of any and all
liabilities, pledges, mortgages, security interests, liens, charges,
obligations, claims and other encumbrances whatsoever (whether absolute,
accrued, contingent or otherwise).
2. From time to time, at the request of Qorus, and without further
consideration, NetDox shall do, execute, acknowledge and deliver, or will cause
to be done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances that may reasonably be
required for the transfer, conveyance, assignment, delivery, assurance and
confirmation to Qorus, or to its successors and assigns of, or for aiding and
assisting in collecting or reducing to possession, any or all of the Assets.
3. In partial consideration of NetDox's transfer of the Assets hereby
to Qorus, Qorus hereby assumes and agrees to pay, honor and discharge when due
certain liabilities of NetDox, but only those liabilities of NetDox listed on
Annex B attached hereto and incorporated herein by this reference. Qorus and
NetDox agree to use reasonable efforts to cause any and all collateral and/or
personal guarantees provided by ▇▇▇▇▇▇▇▇ Group, Inc. or any of its affiliates in
connection with any of the liabilities assumed pursuant to this paragraph 3 to
be released within thirty (30) days of the date of this Agreement.
4. An aggregate amount of $2,370,346.24 is outstanding under the
Promissory Note as of the date hereof. In partial consideration of NetDox's
transfer of the Assets hereby to Qorus, Qorus hereby forgives $2,100,000 of the
$2,370,346.24 indebtedness owed to Qorus by NetDox and evidenced by the Note.
NetDox shall execute and deliver concurrently herewith an Amended and Restated
Promissory Note in the form attached hereto as Annex C evidencing NetDox's
continuing
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obligation to Qorus with respect to the remaining $270,346.24 in principal
outstanding under the Note.
5. This Agreement may not be changed, modified, discharged or
terminated orally or in any manner, other than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.
6. If any provision of this Agreement is invalid, illegal or
unenforceable, such provision shall be ineffective to the extent, but only to
the extent of, such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the internal
substantive laws of the State of Delaware without giving effect to conflict of
laws principles thereof, except if it is necessary in any other jurisdiction to
have the law of such other jurisdiction govern this Agreement with respect to
such matter.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
▇▇▇▇▇.▇▇▇, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Chief Executive Officer
NETDOX, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
President
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ANNEX A
Assets
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ANNEX B
Assumed Liabilities
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ANNEX C
Form of Amended and Restated Promissory Note
