XXXX OF SALE
This Xxxx of Sale is provided pursuant to that certain Asset Purchase
Agreement (the "Purchase Agreement") dated as of September 24, 1997, between
Xxxx Xxxxxxx'x Brownstone Studio, Inc., a New York corporation ("Brownstone")
and Xxxxxx, Inc, a New York corporation (Brownstone and Xxxxxx collectively
referred to herein as "Sellers") and Brownstone Holdings, Inc., a Delaware
corporation ("Buyer").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sellers hereby agree as follow:
1. Capitalized terms used herein but not defined herein shall have the
meanings assigned such terms in the Purchase Agreement.
2. Sellers hereby sell, transfer, convey, assign and deliver to Buyer,
as assignee of Xxx Xxxxxx, Ltd., to and for the benefit of Buyer and its
successors and assigns, to have and to hold all and singular to its own use
forever, all right, title and interest in and to all of the assets of
Sellers, including, but not limited to, the assets identified in the
Purchase Agreement ("Transferred Assets").
3. Sellers hereby covenant and agree to execute and deliver to Buyer
such instruments of sale, transfer, conveyance, assignment and delivery,
and such consents, assurances, powers of attorney and other instruments as
may be reasonably requested by Buyer or its counsel in order to vest in
Buyer all right, title and interest of Sellers in and to the Transferred
Assets.
4. Notwithstanding any other provision of this Xxxx of Sale to the
contrary, nothing contained in this Xxxx of Sale shall in any way
supersede, modify, replace, amend, change, rescind, waive, exceed, expand,
enlarge or in any way affect the provisions, including the warranties,
covenants, agreements, conditions, representations or, in general any of
the rights and remedies, and any of the obligations and indemnifications of
Sellers set forth in the Purchase Agreement nor shall this Xxxx of Sale
expand or enlarge any remedies under the Purchase Agreement including
without limitation any limits on indemnification specified therein. This
Xxxx of Sale is intended only to effect the transfer of certain property to
be transferred pursuant to the Purchase Agreement.
5. Sellers hereby constitute and appoint Buyer and its successors and
assigns as the attorney-in-fact of each Seller, with full power of
substitution, to institute and prosecute, in the name of either Seller or
Buyer, but on behalf of and for the benefit of Buyer, and at the expense of
Buyer, all proceedings which Buyer may deem desirable to collect, assert or
enforce any claim, right or title of any kind in or to the Assets and to
defend and compromise
any and all actions, suits or proceedings in connection with such Assets.
Sellers agree that the foregoing powers are coupled with an interest and
are and shall be irrevocable by Sellers in any manner or for any reason
(including the dissolution of either Seller).
6. Sellers agree that, at any time and from time to time after the
delivery hereof, it will, upon the reasonable request, take all appropriate
actions and execute and deliver all appropriate documents, instruments and
conveyances of any kind which may be necessary to carry out the provisions
of this Xxxx of Sale.
7. This Xxxx of Sale shall be governed by and construed in accordance
with the internal laws of the State of New York.
XXXX XXXXXXX'X BROWNSTONE STUDIO, INC.
By: /S/
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Name:
Title:
XXXXXX, INC.
By: /S/
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Name:
Title:
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