Exhibit 10.07
XXXX OF SALE
This Xxxx of Sale, dated effective May 28, 1999, is executed and delivered by P.
Xxxx Xxxxxxx and Xxxxxxxx X. Xxxxxxx (the "Assignors"), and the Assignee herein
named in accordance with that one certain Loan Agreement, dated effective May
28, 1999, between Hispano Television Ventures, Inc., and certain investors
listed therein, and joined in by Assignors, Xxxxxx X. Xxxxxxxx and Woodcrest
Capital, L.L.C. (the "Loan Agreement").
RECITALS
The Assignors, for and in consideration of the payment of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, do hereby grant, bargain, sell convey, assign,
transfer, set over and deliver to Hispano Television Ventures, Inc., a Texas
corporation (hereinafter, together with its successors and assigns referred to
as the "Assignee"), all of the Assignors' right, title and interest in and to
all of the Assignors' assets and properties listed on Exhibit A.
TO HAVE AND TO HOLD the above described assets and properties assigned hereunder
(hereinafter collectively the "Assets") unto Assignee, its successors and
assigns, forever.
The Assignors hereby assign to Assignee with full right of subrogation, to the
extent so transferable, the benefit of and right to enforce the covenants and
warranties, if any, which Assignors are entitled to enforce with respect to the
Assets. The Assignors represent and warrant to Assignee, its successors and
assigns, that (i) Assignors have good and valid title to all the Assets, free of
all liens, security interests, encumbrances, pledges, charges, and claims of any
kind; (ii) the Assets are all of the Assignors' assets which have, prior to the
date hereof, been used by the Assignors as principals of the Assignee in
relation to the business of Assignee; and (iii) Assignors will defend the title
to the Assets against all claims and demands of all persons whomsoever.
Assignors and Assignee each agree to execute, acknowledge and deliver to the
other all such additional instruments, notices and other documents and to do all
such further acts and things as may be necessary or useful to more fully and
effectively effect the intent of this Xxxx of Sale.
This Xxxx of Sale may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
This Xxxx of Sale shall bind and inure to the benefit of Assignors and Assignee
and their respective successors and assigns.
This Xxxx of Sale shall be construed in accordance with and be governed in all
respects by the laws of the State of Texas, without regard to its conflict of
law rules.
Executed effective the 28th day of May, 1999.
ASSIGNORS:
/S/ P. XXXX XXXXXXX
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P. Xxxx Xxxxxxx
/S/ XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
ASSIGNEE:
HISPANO TELEVISION VENTURES, INC.
By: /S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx,
President
STATE OF TEXAS
COUNTY OF TARRANT
Before me, the undersigned authority, on this day personally appeared P. Xxxx
Xxxxxxx and Xxxxxxxx X. Xxxxxxx, known to me to be the person whose name is
subscribed to the foregoing instrument, and he acknowledged to me that he had
executed the same for the purposes and consideration herein expressed, as his
act and deed, in the capacity therein stated.
Given under my hand and seal of office, this 28th day of May, 1999.
/S/ XXXXX X. XXXXXX
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Notary Public in and for the
State of Texas
XXXXX X. XXXXXX
-----------------------------
[Seal] Printed Name of Notary
My Commission Expires:
-----------------------------
9/16/2001
STATE OF TEXAS
COUNTY OF TARRANT
Before me, the undersigned authority, on this day personally appeared Xxxxxx X.
Xxxxxxxx, President of Hispano Television Ventures, Inc., a Texas corporation,
known to me to be the person whose name is subscribed to the foregoing
instrument, and he acknowledged to me that he had executed the same for the
purposes and consideration herein expressed, as the act and deed of said
corporation, in the capacity therein stated.
Given under my hand and seal of office, this 28th day of May, 1999.
/S/ XXXXX X. XXXXXX
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Notary Public in and for the
State of Texas
XXXXX X. XXXXXX
-----------------------------
[Seal] Printed Name of Notary
My Commission Expires:
-----------------------------
9/16/2001
XXXX XXXXXXX
BALANCE SHEET
AS OF MAY 26,1999
ASSETS LIABILITY & EQUITY
CURRENT ASSETS: CURRENT LIABILITIES:
Cash $ 0 Notes Payable $6,000
Accounts Receivables 0 Accounts Payable 0
Other Current Assets 0 Taxes Owing:
------- Real Estate Taxes 0
Total Current Assets 0 Income Taxes 0
LONG TERM ASSETS: Other Taxes 0 0
Real Estate 0 -----
Operating Assets: Other Liabilities 0
Television Production ------
Equipment 82,000 Total Current Liabilities 6,000
Production Supplies and LONG TERM LIABILITIES:
Material 54,900 Loans from Shareholders
Furniture and Fixtures 0 136,900 Other Liabilities 0
------ ------
Organizational Costs/ Total Liabilities 0
Prepaid Exp. 0 Stockholders Equity:
Tape and Video Library 0 Common Stock 0
------- Excess Assets over Liabilities 130,900
Total Long Term Assets 136,900 -------
Total Assets 136,900 Total Stockholder Equity 130,900
Total Liabilities and Equity $136,900
Specify any of the above assets pledged as collateral: None
Specify any of the above liabilities secured by collateral: None
Contingent Liabilities: None
Judgements or suits pending against the undersigned at this time: None
The undersigned declares and certifies that the above statement are a true and
correct account of the condition of our business as of the above date.
Signature: /S/ XXXXXXX XXXX XXXXXXX
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Xxxxxxx Xxxx Xxxxxxx- Chief Financial Officer
