LIMITED RECOURSE
ASSIGNMENT
FOR Seven hundred eighty-five thousand four
hundred and sixty-six dollars and 91 cents Dollars
($785,466.91)(the “ Purchase Price ”), and other
good and valuable consideration, as more particularly set forth
herein, Working Capital Solutions, Inc. , a Delaware
corporation (the “ Assignor ”),
hereby sells, assigns, and transfers WITHOUT RECOURSE to
Panta Distribution, LLC , a Delaware limited liability
company with an address of 1900 Glades Road, Boca Raton, Florida
33431 (the “ Assignee ”), in accordance with the
terms hereof, all right, title, and interest of the Assignor in and
to each of the documents (collectively, the “ Assigned
Documents ”) related to the Assignor’s factoring
and financing arrangement with Zoo Publishing, Inc. , a New
Jersey corporation (hereinafter, the “ Borrower
”), as such Assigned Documents are more particularly
described on Exhibit “A” annexed hereto
and incorporated herein by reference, and all rights, remedies,
powers, and discretions of the Assignor thereunder, as if the
Assignor had specifically and separately assigned to the Assignee
each of the Assigned Documents, including, all of Assignor’s
right to all payments, principal, unpaid interest, fees and any
other amounts now hereafter due under the Assigned Documents, all
collateral security therefor, if any, and all other associated
rights (collectively, together with the Assigned Documents, the
“ Assigned Rights ”).
ASSIGNOR’S
REPRESENTATIONS AND WARRANTIES . THE ASSIGNOR WARRANTS AND
REPRESENTS SOLELY THE FOLLOWING:
Outstanding
Indebtedness : The
following amounts are outstanding under the Assigned Documents as
of June 24, 2011:
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Principal
|
|
$
|
713,014.92
|
|
|
|
|
|
|
|
|
Accrued
Fees
|
|
$
|
40,523.19
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
6,928.80
|
|
|
|
|
|
|
|
|
Attorneys fees
and expenses
|
|
$
|
25,000.00
|
1
|
|
|
|
|
|
|
|
|
|
$
|
785,466.91
|
|
Authorization
. Assignor has all
requisite power and authority to execute and deliver and to perform
all of its obligations under this Agreement and all instruments and
other documents executed and delivered by Assignor in connection
therewith. The execution by the Assignor of this Limited
Recourse Assignment and all instruments and other documents
executed and delivered by Assignor in connection therewith and the
performance by the Assignor of the Assignor’s obligations
hereunder and thereunder, respectively, have been duly
authorized.
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Assignor is the
sole owner of all of the Assigned Rights, free and clear of all
liens, encumbrances, claims, pledges, charges and security
interests. The Assigned Rights are not subject to any
prior assignment or pledge by Assignor. The Assignor has no
knowledge of any proceedings commenced or followed by the Assignor
with respect to the Assignor’s loan arrangement with the
Borrower. For purposes of this provision, knowledge
shall be deemed to mean matters known or that should have known by
the Assignor.
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1
Refundable in whole or in part as
provided in Paragraph 9 herein.
Assigned Documents
. The Assigned
Documents constitute all of the documents between the Assignor and
the Borrower related to the Assignor’s factoring and
financing arrangement with the Borrower. Assignor has made
available for Assignee’s review true and correct copies of
all of the Assigned Documents. Except as set forth in
the Assigned Documents delivered or made available to Assignee by
Assignor, Assignor has not given its written consent to change,
amend, or modify, nor has it waived in writing, any term or
provision of the Assigned Documents, including in respect to the
amount or time of any payment, including, without limitation,
payments of principal or amount or time of any payment of
interest.
Credit Balance
. The Assignor represents
and warrants that as of the date of this Limited Recourse
Assignment the amount of the credit balance due from the Assignor
to the Borrower is $0.00. Simultaneous with the
execution of this Limited Recourse Assignment, the Assignor shall
transfer to the Assignee via ACH the amount of the credit
balance.
Independent
Representation . The
Assignor has entered into this transaction after consultation with
independent counsel of the Assignor’s own selection and with
the sole exception of the representations and warranties
specifically made in Paragraph 5 herein is not relying upon any
representation or warranty of the Assignee in consummating this
transaction.
Taxes . The Assignor acknowledges
and agrees that the Assignee is not responsible or liable in any
way to the Assignor for the payment or adjustment of outstanding
taxes (or any other type of charges or liens whatsoever) arising
prior to the date of this Limited Recourse Agreement affecting any
of the collateral purportedly granted to the Assignor under the
Assigned Documents. The Assignee shall be responsible and liable
for the payment or adjustment of outstanding taxes (or any other
type of charges or liens whatsoever) arising after to the date of
this Limited Recourse Agreement affecting any of the collateral
purportedly granted to the Assignor under the Assigned
Documents.
EXCLUSION OF ASSIGNOR’S
WARRANTIES AND REPRESENTATIONS . EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THIS
LIMITED RECOURSE ASSIGNMENT IS MADE BY THE ASSIGNOR WITHOUT ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESSED,
IMPLIED, OR IMPOSED BY LAW. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING LIMITED EXCLUSION OF REPRESENTATIONS
AND WARRANTIES, THIS LIMITED RECOURSE ASSIGNMENT IS
MADE:
WITHOUT any representations or warranties with respect
to the genuineness of any signature other than those made by or on
behalf of the Assignor.
WITHOUT any representations or warranties with respect
to the collectability of any amount owed under any of the Assigned
Documents by the Borrower or any guarantor of the Borrower’s
obligations to the Assignor.
WITHOUT any representations as to the financial
condition of the Borrower or of any guarantor of the obligations of
the Borrower to the Assignor.
WITHOUT any of the representations or warranties
described in Article 3 of the Uniform Commercial Code as enacted in
The Commonwealth of Massachusetts.
WITHOUT any representations or warranties with respect
to the legality, validity, sufficiency, or enforceability of any of
the Assigned Documents.
WITHOUT any representations or warranties with respect
to the validity, enforceability, attachment, priority, or
perfection of any security interest, attachment, relief, or
encumbrance, included in the Assigned Documents, or the compliance
with applicable law with respect to the Assignor’s loan
arrangement with the Borrower.
WITHOUT any representations or warranties with respect
to the existence, value, access to, or condition of any collateral
granted (or purported to be granted) to the Assignor under the
Assigned Documents, including, without limitation, as to any
environmental matters (including, without limitation as to the
existence of any hazardous materials).
ASSIGNEE’S
ACKNOWLEDGMENT . THE ASSIGNEE ACKNOWLEDGES THE
FOREGOING LIMITATION OF REPRESENTATIONS AND WARRANTIES AND FURTHER
ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY PROVIDED IN
PARAGRAPH 1, ABOVE, THE ASSIGNOR HAS NOT MADE ANY ADDITIONAL
REPRESENTATIONS OR WARRANTIES WHATSOEVER.
NO ENDORSEMENT
. THIS LIMITED
RECOURSE ASSIGNMENT DOES NOT CONSTITUTE AN ENDORSEMENT BY THE
ASSIGNOR OF ANY OF THE ASSIGNED DOCUMENTS.
REPRESENTATIONS BY
ASSIGNEE . THE ASSIGNEE REPRESENTS THE
FOLLOWING:
The Assignee has determined to
purchase this Limited Recourse Assignment and the Assigned Rights
following the Assignee’s own independent review and
inspection of whatever matters the Assignee deemed necessary or
appropriate, and not in reliance upon any information provided by
the Assignor, other than, the Assignee has relied upon the
Assignor’s representations and warranties in Paragraph 1
herein.
The Assignee has made the
Ass
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