EXHIBIT 10.4
ASSIGNMENT AND ASSUMPTION OF JOINT VENTURE INTEREST
This Assignment of Joint Venture Interest (the "Assignment") is made and
entered into as of November 12, 1996 by and among Private, Inc., a Delaware
corporation ("Seller"), Xxxxxxxxxx Music Group, Inc., a Delaware corporation
("BMG") and Platinum Entertainment, Inc., a Delaware corporation ("Purchaser").
Unless otherwise defined herein, all defined terms shall have the meaning set
forth in that certain Agreement for Purchase of Joint Venture Interest, dated of
even date herewith (the "Purchase Agreement").
WITNESSETH:
A. Seller is a 50% partner in that certain joint venture which is
memorialized by the JV Agreement;
B. Seller desires to transfer and assign all of its right, title and
interest in and to the Interest;
C. Purchaser desires to accept such transfer and assignment of the
Interest on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
and covenants hereinafter set forth and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Seller hereby transfers and assigns to Purchaser all of Seller's
right, title and interest in and to the Interest, and all of Seller's rights
with respect to such Interest. Seller hereby designates and appoints Purchaser
as a substituted partner in the Joint Venture, entitled to all the rights,
benefits and obligations of Seller under the JV Agreement, to the extent of the
Interest in the Joint Venture.
2. Purchaser hereby (a) accepts the transfer and assignment of such
Interest and (b) assumes all of Seller's liabilities and obligations under the
JV Agreement with respect to the Interest assigned to Purchaser.
3. The parties agree to take any further actions and execute and deliver
any additional documents which may be necessary or appropriate to evidence
and/or effect the transfer and assignment of the Interest from Seller to
Purchaser.
IN WITNESS WHEREOF, the Purchaser, Seller and BMG have executed this
Assignment as of the date first written above.
Seller: Purchaser:
By:/s/ XXXXXX XXXXXXXX By:/s/ XXXXXX XXXXXX
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Its: Senior Vice President Its: Chief Executive Officer
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BMG:
By:/s/ XXXXXXX X. XXXXXXXXX
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Its: Asst. Secretary
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