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selected the “U.S. Video Film Rights” to the 65 film titles and
the rights to the 26 development projects that were listed in
Schedule 1.6(b) of the exchange and contribution agreement.
4. Assignments Before the Contributions to SMHC
As described below, a number of documents were executed
providing for transfers and assignments of the 65 film titles and
26 development projects that Mr. Peters had selected.
According to a document entitled “Assignment” dated as of
December 10, 1996, Alpha assigned and transferred to CLIS:
(i) The “U.S. Video Film Rights” to 15 film titles; and (ii)
eight development projects for “$0.25 and other good and valuable
consideration.”39 According to this document, Alpha made no
express or implied warranties or representations with respect to
these assets.
According to a second document entitled “Assignment” dated
as of December 10, 1996, Epsilon assigned and transferred to CLIS
18 development projects for “$0.25 and other good and valuable
consideration.” According to this document, Epsilon made no
express or implied warranties or representations with respect to
these assets.
According to a third document entitled “Assignment” dated as
of December 10, 1996, EBD assigned and transferred to CLIS the
39 The assignment, including its attached schedule, did not
define the term “U.S. Video Film Rights”; it identified the films
only by titles.
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