EXHIBIT 10.6
ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT ("ASSIGNMENT") is
made and entered into and effective as of May 16, 2005 (the "EFFECTIVE DATE"),
by and among Versatile Entertainment, Inc., a California corporation
("ASSIGNOR"), ▇▇▇▇▇ ▇▇▇▇ ("ASSIGNEE"), and Venture Group, LLC ("BENEFICIARY").
1. OBLIGATION. Reference is made to the following obligation(s)
of Assignor (the "OBLIGATION"):
$300,000 ACCOUNT PAYABLE BY ASSIGNOR TO VENTURE GROUP, LLC ("BENEFICIARY")
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2. ASSIGNMENT AND ASSUMPTION. For good and valuable
consideration, Assignor hereby assigns, transfers and conveys unto Assignee, and
Assginee hereby assumes and agrees to perform all of the covenants, agreements
and obligations of Assignor under the Obligation, including, without limitation,
the obligation to pay to Beneficiary when due all amounts under the Obligation,
whether now existing or arising after the Effective Date. Assignee shall hold
harmless and indemnify and defend Assignor from and against any and all loss,
cost, liability, expense, damage or claim arising out of or related to the
Obligation.
3. NOVATION AND RELEASE OF ASSIGNOR. Notwithstanding anything in
the Obligation to the contrary, all obligations of Assignor under the Obligation
shall cease and terminate as of the Effective Date, and Beneficiary shall pursue
payment and performance of the Obligation solely against Assignee. Beneficiary,
for itself and on behalf of its successors, assigns, affiliates, property
managers, beneficiaries, agents, employees, attorneys, heirs, executors,
administrators and legal representatives (collectively, "BENEFICIARY
RELEASORS"), hereby release and discharge Assignor, together with Assignor's
guarantors, predecessors, successors, assigns, parents, subsidiaries,
affiliates, beneficiaries, officers, directors, agents, employees, attorneys,
heirs, executors, administrators and legal representatives (collectively,
"ASSIGNOR RELEASEES"), from and against any and all actions and causes of
action, suits, debts, covenants, contracts, agreements, promises, warranties,
guarantees, representations, judgments, claims and demands whatsoever, in law or
in equity, whether past, present or future, foreseen or unforeseen, direct or
indirect, fixed or contingent which Beneficiary Releasors ever had or now have
against Assignor Releasees, individually or collectively, arising from or
relating to the Obligation (collectively, "CLAIMS"). It is understood and agreed
that the facts in respect to which this Agreement is executed may turn out to be
other than or different from the facts in that respect now known or believed by
each of the parties to be true; and with such understanding and agreement, the
Beneficiary Releasors expressly accept and assume the risk of facts being other
than or different from the assumptions and perceptions as of any date prior to
and including the date hereof, and agree that this Agreement shall be in all
respects effective and shall not be subject to termination or rescission by
reasons of any such different facts.
4. MISCELLANEOUS. This Assignment shall be construed under and
enforced in accordance with the laws of the State of California. This Assignment
and all of its terms and provisions shall be binding upon and inure to the
benefit of Assignor and its successors and assigns, and Assignee and its
successors and assigns. This Assignment may be executed in a number of identical
counterparts, each of which shall be deemed an original and all of which,
collectively, shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have duly executed this Assignment the
day and year first above written.
Assignor: Assignee:
VERSATILE ENTERTAINMENT, INC. ▇▇▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President
Beneficiary:
VENTURE GROUP, LLC
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CEO
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