Exhibit 10.5
ABSOLUTE ASSIGNMENT
This ABSOLUTE ASSIGNMENT (the "ASSIGNMENT") is executed as of the 17th
day of May, 2002, by and between J2 COMMUNICATIONS, a California corporation
("ASSIGNOR"), and XXXXX X. XXXXXXX, a natural person ("ASSIGNEE"), with
reference to the following:
A. Assignor and Assignee are parties to that certain 2002 Employment Agreement,
dated as of May 17, 2002 (the "EMPLOYMENT AGREEMENT").
B. Pursuant to the Employment Agreement, Assignor is obligated to convey and
assign to and in favor of Assignee one half (1/2) of all gross revenues of any
type or nature directly or indirectly derived by Assignor from the film entitled
National Lampoon's Xxx Xxxxxx.
C. Assignor is a party to that certain letter agreement, dated as of November
12, 2001, executed by and among Assignor, Xxx Xxxxxx Productions, LLC, Tapestry
Films, Inc., and Myriad Pictures, Inc. (the "EXISTING LICENSE").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree
as follows:
1. Assignor hereby unconditionally and irrevocably grants, sells, transfers,
conveys and assigns, to and in favor of Assignee, an undivided fifty per cent
(50%) interest in and to all of Assignor's right, title, interest, benefit,
privileges, claim and estate in, to and under the Existing License, all payments
thereon and all payment intangibles arising thereunder or in respect thereof.
2. (a) Assignee hereby accepts the foregoing assignment. Notwithstanding the
assignment evidenced hereby, Assignor expressly, unconditionally and irrevocably
agrees, and acknowledges the reliance of Assignee hereon, that Assignor shall be
and remain solely liable and bound for the performance of each and every duty,
obligation and liability of any type or nature imposed upon Assignor under or in
respect of the Existing License and in no event shall Assignor be or be deemed,
on account of this Assignment, to be released from any such duty, obligation or
liability whether now existing or hereafter arising. Assignor expressly,
unconditionally and irrevocably agrees, and acknowledges the reliance of
Assignee hereon, to perform each and every duty, obligation and liability of any
type or nature imposed upon Assignor under or in respect of the Existing License
as and when required. Assignor further agrees that if Assignor, in its sole
discretion, decides to take any actions to enforce the Existing License for the
benefit of Assignor, then Assignor will also take those same actions to enforce
the Existing License, at Assignor's sole cost and expense, for the benefit of
Assignee.
(b) Assignor covenants and agrees that if, at any time, Assignor shall
acquire any
right to receive revenues of any type or nature directly or indirectly derived
by Assignor from the film entitled National Lampoon's Xxx Xxxxxx under any
document or instrument other than the Existing License (an "ADDITIONAL
AGREEMENT"), Assignor shall promptly (i) notify Assignee in writing of the
existence of such other revenues and (ii) execute and deliver, to and in favor
of Assignee, an assignment of an undivided fifty per cent (50%) interest in and
to such other revenues and all payment intangibles relating thereto.
3. It is the express mutual intent of each of Assignor and Assignee that
this Assignment is intended to be and constitutes an absolute conveyance of an
undivided fifty per cent (50%) interest in and to the Existing License to
Assignee, and was not and is not now intended as a mortgage, trust conveyance,
pledge, hypothecation or security of any kind. It is the mutual intent of each
of Assignor and Assignee, by the execution and delivery of this Assignment, to
absolutely and unconditionally convey to Assignee an undivided fifty per cent
(50%) interest in and to all of Assignor's right, title, interest, claim and
estate in and to the Existing License.
4. Upon the written request of Assignee to do so, Assignor will within
thirty (30) days after receipt of such request make available to Assignee, by
mail, email, fax or other means reasonably requested in writing by Assignee, a
true, complete and correct written accounting of all payments received by or on
behalf of Assignor under or in respect of the Existing License and any
Additional Agreements from the date hereof through and including the date of
such request; provided, however, Assignor shall not be obligated (but may
voluntarily choose) to respond to more than one such request by Assignee per
calendar quarter.
5. This Assignment and the rights and obligations of the parties hereto
shall be governed by and construed and enforced in accordance with the laws of
the State of California. This Assignment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Assignee may assign this Assignment or any of its rights and powers hereunder
and in such event any transferee of Assignee shall have the same rights and
remedies as if originally named herein in place of Assignee. The recitals to
this Assignment shall form part hereof as though recited herein at length. The
failure at any time to require performance of any provision of this Assignment
shall not affect the full right to require such performance at any later time.
The waiver of a breach of any provision shall not constitute a waiver of the
provision of any succeeding breach. 6. Assignor covenants and agrees,
concurrently with the execution and delivery of this Assignment to and in favor
of Assignee, to execute originals of the form of "Notice of Irrevocable
Authority" appended hereto as Exhibit "A". In addition to and not in limitation
or derogation of the foregoing covenant, Assignor shall, promptly upon request
therefor by Assignee, make, execute and deliver such further documents as may
reasonably be requested by Assignee for the purpose of giving full force and
effect to this Assignment, whether or not after the execution hereof. Assignee
shall be responsible to take any actions Assignee deems appropriate to give
notice of this Assignment to the obligors under the Existing License or any
Additional Agreements or to otherwise make this Assignment effective.
7. If Assignor at any time receives payment of any funds to which
Assignee is entitled pursuant to this Assignment pursuant to the Existing
License or any Additional Agreements, Assignor shall hold such funds in trust
for Assignee and shall turn over such funds as promptly as commercially
practicable to Assignee.
8. This Assignment may be executed in counterparts, each of which shall
be deemed an original, and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the day and year first above written.
ASSIGNOR: J2 COMMUNICATIONS
a California corporation
By:
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Its:
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ASSIGNEE:
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XXXXX X. XXXXXXX
STATE OF CALIFORNIA )
) ss
COUNTY OF ____________)
On _________ __,2002_, before me, a Notary Public in and for said State,
personally appeared , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the within instrument such person, or the
entity upon behalf of which such person acted, executed such instrument.
WITNESS my hand and official seal.
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(Signature)
[Affix Notarial Seal]
[Affix Notarial Seal]
