EXHIBIT 10.132
ASSIGNMENT AND INDEMNIFICATION AGREEMENT DATED AUGUST 30, 1996 BETWEEN
NUOASIS INTERNATIONAL, INC. AND THE HARTCOURT COMPANIES, INC.
ASSIGNMENT AND INDEMNIFICATION AGREEMENT
This Assignment and Indemnification Agreement is executed by and
between NuOasis International Inc., a company organised under the laws of the
Commonwealth of the Bahamas, ("Assignor" or "NuOasis") and The Hartcourt
Companies Inc., a corporation organised under the laws of the United States,
State of Utah, ("Assignee" or "Hartcourt").
RECITALS:
WHEREAS, under the Purchase and Sale Agreement between Hartcourt and
NuOasis dated August 8, 1996 (the Purchase Agreement) a condition of the Closing
requires NuOasis to deliver, or cause to be delivered, to Hartcourt the
documents necessary to establish the interest in the Property, (as that term is
defined in the Purchase Agreement), and to transfer ownership of NuOasis' right,
title, and interest in and to the Property to Hartcourt, in form and substance
acceptable to Hartcourt;
WHEREAS, NuOasis has delivered to Hartcourt all documents and tangible
things that establish NuOasis' interest in and to the Property, including but
not limited to that: (a) Valuation and Report of Three apartment buildings Peony
Gardens, Tongxian within Beijing City, The Peoples Republic of China dated
August 23, 1995 and prepared by Midland Property Consultants Ltd, a copy of
which is attached hereto as Exhibit "A" and incorporated herein by reference for
all purposes; (b) Assignment dated December 29, 1995 by and between ▇▇▇▇
▇▇▇▇▇▇▇'▇ ▇▇, Inc., a Colorado corporation ("▇▇▇▇") and NuOasis, a copy of which
is attached hereto as Exhibit "B" and incorporated herein by reference for all
purposes; (c) Assignment and ▇▇▇▇ of Sale dated September 30, 1995 by and
between Silver Faith Development Ltd, a Hong Kong company ("Silver Faith") and
▇▇▇▇, a copy of which is attached hereto as Exhibit "C" and incorporated herein
by reference for all purposes; and (d) Asset Purchase Agreement dated September
28, 1995 between Silver Faith and ▇▇▇▇ (the "Silver Faith Agreement") and
Amendment, Modification and Ratification of Asset Purchase Agreement effective
September 28, 1995, a copy of which is attached hereto as Exhibit "D" and
incorporated herein by reference for all purposes;
WHEREAS, NuOasis assumed all of Nona's duties and obligations related
to the Property, including payment of the Twenty One Million Dollars
(USD21,000,000) principal amount due under that certain Convertible Secured
Promissory Note dated December 30, 1995 payable to Silver Faith (the "Silver
Faith Note"), a copy of which is attached hereto as Exhibit "E" and incorporated
herein by reference for all purposes;
WHEREAS, in January 1996, NuOasis made a Nine Million Six Hundred
Thousand Dollar principal payment on the Silver Faith Note, reducing the
principal balance due thereunder to Eleven Million Four Hundred Thousand Dollars
(USD11,400,000);
WHEREAS, the principal reduction and assumption of duties and
obligations described in the foregoing two paragraphs were confirmed and
acknowledged by Silver Faith in a letter dated May 16, 1996, a copy of which is
attached hereto as Exhibit "F" and incorporated herein by reference for all
purposes; and
[NUOINTL\AGR:ASSIGN.DOC]
WHEREAS, Assignee's officer, directors, and representatives have been
delivered documents necessary to establish the interest in and to the Property,
inspected the Property and received copies of licenses and permits related to
the construction and sale of the Property at the offices of Silver Faith, and
satisfied themselves as to what documents, in form and substance, are necessary
to transfer ownership in and to the Property.
NOW THEREFORE, for and in consideration of Ten Dollars (USD10) and
other good and valuable consideration as set forth more fully in the Purchase
Agreement and herein, the receipt of which is hereby acknowledged Assignor
hereby bargains, sells, grants, transfers, and conveys unto Assignee all of its
right, title, and interest in and to the Property, and all rights, obligations
and duties accruing to Assignor under the Silver Faith Agreement.
FURTHER, in consideration for the Purchase Price (as defined in the
Purchase Agreement), Assignor agrees to indemnify and hold harmless Assignee
from any liability or loss resulting from the performance or non-performance of
the duties and obligations under the Silver Faith Note.
FURTHER, Assignor's intent hereunder is to transfer and convey its
right, title and interest in and to the Property as it may have under the Silver
Faith Agreement to Assignee and Assignee accepts such assignment as a full and
sufficient consideration for the Purchase Price set forth in the Purchase
Agreement.
FURTHER, Assignor covenants, warrants and represents that it has the
power and authority to execute this Assignment and Indemnification Agreement as
required by applicable law.
FURTHER, Assignor covenants, warrants and represents that it has the
power and authority, and does hereby sell and transfer to Assignee its rights in
and to the Property pursuant to the Silver Faith Agreement, free and clear of
all liens and encumbrances created by or through Assignor, and subject to that
certain joint venture agreement (the "CJV") a copy of which is attached hereto
as Exhibit "G" and incorporated herein by reference for all purposes.
FURTHER, Assignee warrants that it is satisfied, through its inspection
of documents and by way of this Assignment and Indemnification Agreement, as to
Assignor's Closing obligation "to deliver, or cause to be delivered, to
Hartcourt the documents necessary to establish the interest in the Property, and
to transfer ownership of NuOasis' right, title, and interest in and to the
Property to Hartcourt, in form and substance acceptable to Hartcourt."
FURTHER Assignor irrevocably appoints Assignee as Assignor's true and
lawful attorney, with full power of substitution and revocation, in Assignor's
name, or otherwise, but at Assignee's own cost and expense, to demand and
receive the real, personal or leasehold interests due, or to become due
attributable to the Silver Faith Agreement, and to ▇▇▇, and to commence any
lawful action, suit and proceeding for the enforcement of such interest, and to
acknowledge satisfaction, or to discharge same as fully as Assignor might, or
could do if this Assignment and Indemnity Agreement had not been made.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
and Indemnification Agreement to be executed this day of September 1996.
"Assignor"
NuOasis International Inc.,
a company organised under the laws of
the Commonwealth of the Bahamas
By:------------------------------------
Name:
Title:
"Assignee"
The Hartcourt Companies Inc.,
a company organised under the laws of
the United States, State of Utah
By:------------------------------------
Name:
Title:
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "A"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE VALUATION AND REPORT
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "B"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE ASSIGNMENT FROM ▇▇▇▇ TO NUOASIS
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "C"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE ASSIGNMENT AND ▇▇▇▇ OF SALE DATED
SEPTEMBER 28, 1995 BETWEEN SILVER FAITH AND ▇▇▇▇
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "D"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE ASSET PURCHASE AGREEMENT DATED SEPTEMBER 28, 1995
BETWEEN SILVER FAITH AND ▇▇▇▇
AND AMENDMENT, MODIFICATION AND RATIFICATION
OF ASSET PURCHASE AGREEMENT EFFECTIVE SEPTEMBER 28, 1995
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "E"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE SILVER FAITH NOTE
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "F"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE ASSUMPTION AGREEMENT BETWEEN SILVER FAITH AND NUOASIS
[NUOINTL\AGR:ASSIGN.DOC]
EXHIBIT "G"
to the
Assignment and Indemnification Agreement
dated September, 1996
THE JOINT VENTURE AGREEMENT
[NUOINTL\AGR:ASSIGN.DOC]
