BILL OF SALE. ASSIGNMENT AND INDEMNIFICATION AGREEMENT
Exhibit 10.4
XXXX OF SALE. ASSIGNMENT AND INDEMNIFICATION AGREEMENT
STATE OF TEXAS
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COUNTY OF DALLAS
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This
XXXX OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the
“Agreement”) is entered into
to be effective the 5th day of June, 2009, by and between REGENT ENTERTAINMENT MEDIA
INC., a Delaware Corporation
(“Assignor”), whose address is 00000 Xxxxxxxx Xxxx, Xxxxxxxxx Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, and XXXXXXX X. XXXXXXX, an individual, and XXXX XXXXXXXXX, an
individual (hereinafter collectively referred to as the
“Assignee”), whose respective addresses
are 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 and 00000 Xxxxxxxx Xxxx, Xxxxxxxxx Xxxxx,
Xxx Xxxxxxx, XX 00000.
For the sum of One Million Four Hundred Forty Thousand Dollars ($1,440,000.00) from XXXXXXX
X. XXXXXXX and the sum of Nine Hundred Sixty Thousand Dollars ($960,000.00) from XXXX XXXXXXXXX,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee all right, title and
interest of Assignor in and to those certain accounts receivable derived from the “insertion
orders” related thereto which are itemized and described in Exhibit “A” attached hereto and
made a part hereof (the “Assigned Accounts”).
TO HAVE AND TO HOLD the Assigned Accounts unto Assignee, its successors and assigns, forever,
and Assignor does hereby bind itself and its successors and assigns, to WARRANT and FOREVER DEFEND
, all and singular, title to the Assigned Accounts unto the
Assignee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same, or any party thereof. Said
assignment is made with full right of recourse by Assignor against Assignee.
2. Assignor covenants, warrants and represents that: (a) Exhibit “A” sets forth as of
the date hereof all of the Assigned Accounts which are being assigned to Assignee; (b) that
Assignor is the owner of all of the Assigned Accounts; (c) the amounts stated in Exhibit
“A” are the amounts due and owing on each of the said Assigned Accounts as of the date of this
Agreement; and (d) that no Assigned Account has been prepaid to Assignor or any other party or fund
and that the amounts stated in Exhibit “A” are the outstanding amounts still left due and
owing to Assignor and which is being assigned to Assignee.
3. Assignor hereby agrees to discharge, in accordance with the terms thereof, any and all of
the obligations under the Assigned Accounts both prior to and after
the date hereof. Assignor agrees
to indemnify, save and hold harmless Assignee from any cost, liability, damage or expense
(including attorney’s fees) arising out of or relating to Assignor’s failure to perform any of the
obligations arising from the and accruing on or after the date hereof.
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4. Assignor hereby agrees to perform, execute and/or deliver or cause to be performed,
executed and/or delivered any and all such further acts and assurances as Assignee may reasonably
require to perfect Assignee’s interest in the Assigned Accounts hereby assigned.
5. Assignor understands and agrees the Assigned Accounts are paid through a lockbox account
and US Bank which is controlled by Assignee under account number 153460756502 entitled, “Liberation
Productions International Operating Account.” Said Assigned Accounts will continue to be paid in
the same manner and Assignee shall be repaid promptly from said account at Assignee’s direction
and ratably between the Assignees at the rate of sixty percent (60%) to XXXXXXX X. XXXXXXX and
forty percent (40%) to XXXX XXXXXXXXX.
6. This Xxxx of Sale, Assignment and Indemnification Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which shall
constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Xxxx of Sale, Assignment and
Indemnification Agreement as of the date first above written.
| ASSIGNOR: | ||||
| REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation |
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| By: | /s/ Xxxx Xxxxxxxxx | |||
| Xxxx Xxxxxxxxx, President | ||||
ASSIGNEE:
/s/ Xxxx Xxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxx | |
Xxxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx |
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THE STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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On this the 8th day of June, 2009, before me the undersigned notary public in and for the State
of California personally appeared XXXX XXXXXXXXX who 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 individually and that by his signature on the instrument the
person, and the entity upon behalf of which the person acted, executed the instrument.
| Xxxxxx Xxxxxxx Xxxx | ||||
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Notary Public in and for the State of California | |||
| Printed Name of Notary: | Xxxxxx Xxxxxxx Xxxx | |||
| My Commission Expires: | Oct. 8, 0000 | |||
XXX XXXXX XX XXXXX
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COUNTY OF DALLAS
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This instrument was acknowledged before me on the 5th day of June, 2009, by XXXXXXX X.
XXXXXXX.
| Xxxx X. Xxxxxx | ||||
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Notary Public in and for the State of Texas | |||
| Printed Name of Notary: | Xxxx X. Xxxxxx | |||
| My Commission Expires: | April 1, 2012 | |||
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