ASSIGNMENT AGREEMENTAssignment Agreement |
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CONFIDENTIAL
CONFIDENTIAL
FINAL
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Agreement") is entered into as of the 15th day of September, 2006 by and among NBC-NPN Holding, Inc. ("NBC"), a corporation organized and existing under the laws of the State of Delaware, NON Asset Acquisitions, Inc., ("AS"), a corporation organized and existing under the laws of the State of Florida, and NewsProNet Interactive, LLC ("NPN"), a limited liability company organized and existing under the laws of the State of Delaware.
WHEREAS, NBC loaned NPN the aggregate principal sum of approximately $2.365 million, ("NBC Debt") which debt is evidenced by the agreements listed on Schedule A attached hereto and which debt is secured by a first-priority security interest against the assets of NPN as set forth in that certain Security Agreement by and between NBC and NPN dated on or about September 15, 2000 ("NBC Security"); and
WHEREAS, NBC desires to sell, transfer and assign to AS, and AS desires to acquire from NBC, all of the NBC Debt and the NBC Security on the terms set forth below;
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which each party hereby acknowledges, the parties hereby agree as follows:
1. SALE, ASSIGNMENT AND TRANSFER OF RIGHTS
1.1 Assignment. Subject to the terms hereof, NBC hereby sells, transfers, and assigns all of its right, title and interest in and to the NBC Debt and the NBC Security (collectively, the "Secured Debt") to AS. NBC shall reasonably cooperate with AS in the execution and delivery of any other necessary documentation reasonably requested to evidence the sale, transfer, and assignment noted above, including the delivery and endorsement of the original promissory notes and security agreement to AS.
1.2 Consideration. In consideration for the assignment of the Secured Debt, AS agrees to execute and deliver the Content License Agreement by and between AS and NBC and the Securities Purchase Agreement, by and between Connected Media Technologies, Inc. and NBC, in the same or substantially the same form as attached hereto as Exhibit A and Exhibit B, respectively.
2. WARRANTIES
2.1 NBC Organization and Authorization. Seller NBC represents and warrants to AS that: (a) it is duly organized, validly existing and in good standing under the laws of Delaware; and (b) it has all requisite power and authority to enter into this Agreement and each of the related ancillary agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.






