Document 51-4
Filed 06/28/2005
Page 1 of 1 Page 1 of 4
From: To: Sent: Attach: Subject:
"Stephen" [email protected]~ "David Finger"
----- Original Message ----From: [email protected] To: Stephen ; [email protected] Sent: Thursday, May 19, 2005 8:04 AM Subject: Fw: lrvine Assignment
----- Original Message ----From: Beausoleil, James L_, To: dfinner@delawnroupPc~ Cc: cw@moneycenters&m ; Lawrence Rovin Sent: Thursday, May 19, 2005 11:Ol AM Subject: lrvine Assignment
David, lrvine is ready to sign the Assignment but requires Coast ATM's signature first. Attached is a Consent to Assignment of License Agreement drafted by Irvine's attorneys. Money Centers of America has already signed it. You will see that in Paragraph IV, Consent, lrvine releases Coast ATM of all liability. Please forward it to Coast ATM for execution and return the signed document to me. I will then have lrvine execute it and provide you with a fully executed copy for your records. Thank you for your cooperation in this matter.
James L. Beausoleil, Jr. Duane Morris LLP One Liberty Place Philadelphia, PA 19103-7396 Phone 215-979-1 120 Fax 2 15-979- 1020 [email protected]
Confidentiality Notice: This electronic mail transmission is privileged and confidential and is intended only for the review of the party to whom it is addressed. If you have received this transmission in error, please immediately return it to the sender. Unintended transmission shall not constitute waiver of the attorneyclient or any other privilege.
Case 1:04-cv-01516-KAJ
Document 51-4
Filed 06/28/2005
Page 2 of 4
CONSENT TO ASSIGNMENT OF LICENSE AGREEMENT
I. PARTIES AND DATE.
This Consent to Assignment ("Consentn) is dated Mav 18.2005 -('Effective Date") and is by and corporation ("Asslgnor'), MONEY CENTERS OF AMERICA, INC., a among COAST ATM, INC., a C~lifomia Delaware corporation ('Assignee") and THE IRWNE COMPANY, a Delaware corporation, with its principal place of business at 100 Innovation. Irvine, California 92617 ("Ifvine")
II,
RECITALS.
Uc-e Aereement. lwine and Assignor ere parties to a Master ATM Llcsnse Agreement A. dated November 9, 2004 (the 'License Agreemenr). the License Agreement is for the installation, opemiion and maintenanceof ATM's in certain shopping centers owned by Ifvine.
prior AsSinnmsnt(sl of I icense Agreemea. There have been no previous assignments of the B. License A$reement
C . Present A s s i o n ~ n s Aareemsnt. Assignor desires lrvlne to consent to Assignor's e assignment to Assignee of all Assignor's right, title and interest in the License Agreement.
Ill.
TERMS OF CONSENT.
A.
. & & . For valuable consideration, receipt of which is acknowledged, Assignor
1.
Agrees:
a. That Assignor shall be liable for all obligations under the License Agreement including, but not limited to, monetary obligations;
That it is, by a separate agreement ('Assignmenl Agreement") wlth Assignee, b. assigning to Assignee all of Assignor's right, titie and interest In the License Agreement: and
That it will submit to Itvine txncunently with lfs execution of this Agreement, a c. certified Statement of Surchargeable Transactions conducted at each ATM Locationfor the period immediately prior to the EffwUveDate and the date of the last certified statement submitted under the License Agreement the receipt ofwhlch shall be a condition precedent to the effectiveness of this Agreement.
2 . Represents and warrants that It has not failed to disclcse to lwine any Informatian which, f known by Iwine, might prwide Qrounds for lrvine to reasonably withhold ik mnsent to the Assignment.
3 . In consideration of Irvine's agreements set forth herein, Assignor represents that lwine has not failed to perform, and is not in any respect in default in the performance of, any of ils obligations under the License Agreement. and Asslgnor irrevocably and unconditionally releases and discharges Ifvine, its oficen, directors, employees, agents, and representatives from any and all claims, actions, causes of action, rights. demands, debts, obligations, damages, liabilities, judgments ar losses of any kind whatsoever, Assignor has or may have against Mne, its officers, directors, employees. agents or represedatii arising out of or connected with any matters, acts or amisslons on the part of I ~ i n eits oficen, directors, employees, , agenls or representatives in connection with the negotiation and execution of the License Agreement, the admlnlstration of the Licanse Agreement, and Ule leasing, operation. management or promotion of the Shopping Centers. Assignor hereby releases lrvine from all liability. carrses of action, claims or losses arising out of or connected with the License Agreement prior te the date of this Agreement. A S S ~ Q ~ O ~ hereby exptersly waives the provisions of Sectian 1542 of the California Civil Code, which provides:
Consent to Assignment Page 1
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Case 1:04-cv-01516-KAJ
Document 51-4
Filed 06/28/2005
Page 3 of 4
''A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT Ttf TIME OF EXECUTING THE RELEASE. WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR."
IT IS UNDERSTOOD BY ASSIGNOR THAT IF THE FACTS OR LAW WITH RESPECT TO WHICH THE FOREGOING RELEASE IS GIVEN HEREAFTER TURN OUT TO BE OTHER THAN OR DIFFERENT FROM THE FACTS OR LAW IN THAT CONNECTION NOT KNOWN TO BE OR BELIEVED BY ASSIGNOR TO BE TRUE, THEN ASStGNOR HERETO WRESSLY ASSUMES THE RISK OF THE FACTS OR LAW TURNING OUT TO BE SO DIFFUIENT, AND AGREES THAT THE FOREGOING RELEASE SHALL BE IN ALL RESPECTS EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RECISION BASED UPON SllCH DIFFERENCES IN FACT OR LAW.
B.
&sioneq. For valuable consideration, receipt of whlch is acknowledged. Assignee
1.
Agrees:
a.
That it has accepted the assignment made under the Assignment Agreement;
b. To perform all of the obligations of Licensee under the License Agreement, and any supplements, amendments, riders ot revisions to the License Agreement Including, but not limited to. operslting the same use as specified in the License Agreement, and complying with all other monetary and nonmonetary obligations of Llcensee under the License Agreement, including with respect to periods prior to the Effective Date;
c. To pay to lnrlne any and all outstanding sums due under the License Agreement as of the Effective Date, and agrees that, thereafter, all payments shall be made by Assignee In accordance with the terms of the LicenseAgreement; and
d.
That its address for receipt of notices under the.License Agreement shall be:
700 South Henderson Road. Suite 325 King of Pwssia, PA 19408
Acknowledges that trvine has no1 made any express or implied verbal oi written 2. representation or promisewhatsoever that: a. b. ATM's; Future assignmentswill be apprwed: It will prevent other businesses in the Shopping Centers from operating Assignee will enjoy financial success in operating the ATM's at the Shopping
c
Centers;
d. The mnslderation, if any, pard for assuming the License Agreement represents the m e value thereof; Assignee acknowledges that l ~ i n ehas made no representations Whatsosver concerning the value of the ATM's;
e. It will grant an extension of the Term of the License Agreement or enter into any other modification of the Llcense Agreement: and
f.
Assignor is not in default under the License Agreement.
3. Acknowledges that it has been provided with a copy of the License Agreement, tagather wlth all amendmenls, Supplements, rlders and revisions and fully understands the obligations of Assignee underthe License Agreement.
Consent to Assisnment - Paae 2
Case 1:04-cv-01516-KAJ
Document 51-4
Filed 06/28/2005
Page 4 of 4
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