EXHIBIT 10.8
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BILL OF SALE AND ASSUMPTION OF LIABILITIES
THIS BILL OF SALE AND ASSUMPTION OF LIABILITIES is made as of this -----
day of January 1, 2000 by GENROCO, INC. ("GENROCO"), a Wisconsin corporation,
with offices at its principal place of business at 255 Info Highway, Slinger,
Wisconsin 53086 and VIDEOPROPULSION, INC., ("VideoPropulsion"), a Wisconsin
corporation with its principal place of business at 251 Info Highway, Slinger,
Wisconsin 53086.
RECITALS
WHEREAS, GENROCO and VideoPropulsion are parties to a Contribution
Agreement, Plan and Agreement of Reorganization and Distribution (the
"Contribution Agreement") dated as of January 1, 2000; and
WHEREAS, GENROCO desires to sell and assign to VideoPropulsion, and
VideoPropulsion wishes to purchase and accept from GENROCO, for the consi-
deration and upon the terms and conditions set forth in the Contribution
Agreement, certain of the assets, leases and rights of GENROCO, and
VideoPropulsion wishes to assume certain of the liabilities and obligations of
GENROCO;
NOW, THEREFORE, pursuant to the Contribution Agreement and in consideration
of the foregoing, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed that:
1. Conveyance. GENROCO does hereby sell, assign, convey, and deliver to
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VideoPropulsion all of GENROCO's right, title and interest in and to the assets,
including any properties of GENROCO, and the liabilities and obligations as set
forth in the Contribution Agreement and the Exhibits, Schedules, Instruments and
Conveyances attached thereto or incorporated therein.
2. Acceptance and Assumption. VideoPropulsion hereby accepts the
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foregoing sale, assignment and conveyance. VideoPropulsion hereby assumes and
agrees to pay, perform in accordance with the terms of and be bound by, all of
the covenants, terms and obligations under the Contribution Agreement and the
Exhibits, Schedules, Instruments and Conveyances attached thereto or
incorporated therein.
3. Power of Attorney. Subject to the provisions of the Contribution
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Agreement, GENROCO hereby constitutes and appoints VideoPropulsion, its
successors or assigns, the true and lawful attorney of GENROCO with full power
of substitution, for the benefit and at the expense of VideoPropulsion: (a) to
institute and prosecute all proceedings which VideoPropulsion may deem proper in
order to collect, assert or enforce any claim, right or title of any kind in or
to any of the conveyed assets and liabilities, to defend or compromise any and
all actions, suits and proceedings in respect of any of the conveyed assets and
liabilities, and to do all such acts and things in relation thereto as
VideoPropulsion shall deem advisable; and (b) to take all action which
VideoPropulsion may deem proper in order to provide VideoPropulsion the benefits
or obligations under any of the conveyed assets or liabilities where any
required consent of another party to the assignment thereof to VideoPropulsion
pursuant to the Contribution Agreement and the related Exhibits, Schedules,
Instruments and Conveyances shall not have been obtained. GENROCO acknowledges
that the foregoing powers are coupled with an interest and shall be irrevocable
by GENROCO in any manner or for any reason. VideoPropulsion shall be entitled
to retain for its own account any amounts collected pursuant to the foregoing
powers, including any amounts payable as interest in respect thereto.
4. Rights. Nothing contained in this Bill of Sale and Assumption of
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Liabilities shall be deemed to supersede, enlarge, diminish or otherwise modify
any of the obligations, agreements, covenants or warranties of GENROCO or
VideoPropulsion contained in the Contribution Agreement and the Exhibits,
Schedules, Instruments and Conveyances attached thereto or incorporated therein.
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale and
Assumption of Liabilities to be executed by their duly authorized officers this
----- day of ---------, 2000.
GENROCO, INC.
By: -----------------------------------------
Keith Brue
Executive Vice President and
Chief Financial Officer
VideoPropulsion, Inc.
By: -----------------------------------------
Chris Good
Executive Vice President and
Chief Technical Officer
