EXHIBIT 10.89
ASSIGNMENT
WHEREAS, Sedona Corporation (the "Assignor") is indebted to ▇▇▇▇▇ ▇. ▇▇▇
(the "Assignee"), which debt (the "Debt") the Assignee has agreed to consolidate
and refinance (the "Refinancing"); and
WHEREAS, pursuant to the Refinancing, the Assignor has agreed to assign to
the Assignee all of its right, title and interest in a certain account
receivable due to the Assignor from ACEncrypt (the "ACEncrypt Receivable"), with
an outstanding balance of FORTY THOUSAND and 00/100 Dollars ($40,000.00) (the
"Balance"); and
WHEREAS, in exchange for the assignment of the ACEncrpty Receivable, the
Assignee has reduced the Debt by the Balance (the "Offset"); and
WHEREAS, the Offset was applied to the Debt, prior to consolidation and
refinancing of the Debt into a promissory note dated October 23, 2006 in the
principal sum of ONE MILLION TWO HUNDRED THIRTEEN THOUSAND NINE HUNDRED FIFTY
TWO AND 81/100 Dollars ($1,213,952. 81) from the Assignor to the Assignee (the
"Note");
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. The Assignor hereby assigns, transfers and sets over unto the
Assignee its, successors and assigns, all of its right, title and
interest of every kind and nature whatsoever in and to the
ACEncrypt Receivable.
2. The Assignor represents and warrants that: (i) it is the sole
owner of the ACEncrypt Receivable; (ii) it has not assigned,
sold, encumbered, pledged or otherwise transferred the ACEncrpty
Receivable, except as otherwise provided herein; and (iii) this
Assignment represents a conveyance of its entire interest in the
ACEncrpty Receivable.
3. The Assignor agrees that it will execute any further consent,
document or assurance to effect the assignment of the ACEncrpty
Receivable.
4. The Assignee represents and warrants that the Balance has been
applied to the reduction of the Debt prior to the issuance of the
Note.
IN WITNESS WHEREOF, the Assignor and Assignee has executed this agreement
as of the date set forth herein.
Dated: as of October 23, 2006 Sedona Corporation
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and CEO
EXHIBIT 10.89
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