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Title: |
Asset Purchase Agreement |
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Date: |
2002 |
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Preview shows 9KB of 41KB total |
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Price: |
$42 |
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ID: |
#1319683 |
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ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT (the "Agreement") dated as of July 16, 2002, by and between JONES PROGRAMMING PARTNERS 1-A, LTD., a Colorado limited partnership with its principal place of business at 9697 East Mineral Avenue, Englewood, CO 80112 ("Seller"), and SCREEN MEDIA VENTURES, LLC, a Delaware limited liability company with its principal place of business at 757 Third Avenue, New York, New York 10017 ("Purchaser").
DEFINITIONS
In addition to such terms as are defined elsewhere in this Agreement, the following terms have the following meanings:
"Accounts Receivable" shall have the meaning specified in Article 1.3.4.
"Acquired Assets" shall have the meaning specified in Article 1.1.
"Agreement" shall mean this Asset Purchase Agreement between Seller and Purchaser.
"Assumed Liabilities" shall have the meaning specified in Article 1.4.2.
"Availability Dates" shall have the meaning specified in Article 1.3.2.
"Closing" shall mean the closing of the sale and purchase of the Acquired Assets in accordance with Article 2.1.
"Closing Date" shall mean the date of Closing.
"Escrow Agent" shall mean Tulip Media Ltd.
"Escrow Agreement" shall mean the Escrow Agreement specified in Article 1.5(ii).
"Films" shall mean the motion picture films set forth at Schedule 1.
"Indemnified Party" shall have the meaning specified in Article 4.
"Literary Property" shall have the meaning specified in Article 1.1.1 (a).
"Outstanding Licenses" shall have the meaning specified in Article 1.1.1 (i).
"Outstanding Licenses Expiration Dates" shall have the meaning specified in Article 1.3.1.
"Physical Property" shall have the meaning specified in Article 1.1.1 (b).
"Purchase Price" shall have the meaning specified in Article 1.5.
"Purchaser" shall mean Screen Media Ventures LLC.
"Seller" shall mean Jones Programming Partners 1-A, Ltd.
"Seller's Documents" shall have the meaning specified in Article 3.1.1.
RECITALS
WHEREAS, Seller is the owner of certain rights and copyright interests in and to the Films; and
WHEREAS, Purchaser is in the business of acquiring motion picture properties; and
WHEREAS, Seller desires to sell, and Purchaser desires to acquire all of Seller's rights in and to the Films, on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the parties hereby agree as follows:
1. SALE AND PURCHASE
1.1 Agreement to Sell and Purchase. Seller hereby irrevocably grants, sells, conveys, assigns, transfers and delivers to Purchaser, and Purchaser hereby accepts from Seller, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the following assets (the "Acquired Assets"):
1.1.1 Films and Copyright. The Films and all collateral, allied, ancillary, subsidiary and merchandising rights therein and thereto, and all properties and things of value pertaining thereto, and all products and proceeds thereof, whether now in existence or hereafter made, acquired or produced, including without limitation:
a. All rights of every kind and nature (including, without limitation, all copyrights), in and to the literary, musical, dramatic and other literary material of any kind or nature upon which, in whole or in part, the Films are or may be based, or which may be or have been used or included in the Films, including, without limitation, the screenplays and all other scripts, scenarios, bibles, stories, treatments, novels, outlines, books, titles, concepts, manuscripts or other properties or materials of any kind or nature, in whatever state of completion, and all drafts, versions and variations thereof (collectively, the "Literary Property");
b. All physical properties of every kind or nature relating to the Films and all versions thereof, including, without limitation, all physical properties relating to the development, production, completion, delivery, exhibition, distribution or other exploitation of the Films, and all versions thereof, or any part thereof, including without limitation, artwork, stills, exposed film, developed film, positives, negatives, prints, answer prints, special effects, pre-print materials (including, without limitation, interpositives, negatives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices, and all other forms of pre-print elements which may be necessary or useful to produce prints or other copies or additional pre-print elements, whether now known or hereafter devised), soundtracks, recordings, audio and video tapes and discs of all types and gauges, cutouts, trims and any and all other physical properties of every kind and nature relating to the Films in whatever state of completion, and all duplicates, drafts, versions, variations and copies thereof (collectively, the "Physical Property");
c. All rights of every kind and nature in and to any and all music and musical compositions created for, used in or to be used in connection with the Films, including without limitation all copyrights therein and all rights to perform, copy, record, re-record, produce, publish, reproduce and/or synchronize any and all of said music and musical compositions, as well as all other rights to exploit such music including record, soundtrack recording and music publishing rights;
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