BILL OF SALE. ASSIGNMENT AND
INDEMNIFICATION AGREEMENT
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KNOW ALL
PERSONS BY THESE PRESENTS:
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This BILL OF SALE, ASSIGNMENT AND
INDEMNIFICATION AGREEMENT (the “
Agreement ”) is entered into to be
effective the 5 th day of June, 2009, by and between REGENT
ENTERTAINMENT MEDIA INC., a Delaware Corporation (“
Assignor ”) , whose address is 10990
Wilshire Blvd, Penthouse Floor, Los Angeles, California 90024, and
STEPHEN P. JARCHOW , an individual, and PAUL
COLICHMAN, an individual (hereinafter collectively referred to
as the “ Assignee ”)
, whose respective addresses are 8411 Preston Road,
Suite 740, Dallas, Texas 75225 and 10990 Wilshire Blvd,
Penthouse Floor, Los Angeles, CA 90024.
For the sum of One Million Four Hundred Forty
Thousand Dollars ($1,440,000.00) from STEPHEN P. JARCHOW and
the sum of Nine Hundred Sixty Thousand Dollars ($960,000.00) from
PAUL COLICHMAN, 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
accordan
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