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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
107KB total |
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Price: |
$43 |
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ID: |
#1492477 |
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Start of Preview |
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ASSET PURCHASE AGREEMENT
Among
A.M. & P.M. BROADCASTERS, LLC
LBI MEDIA, INC.
LIBERMAN BROADCASTING OF DALLAS, INC.
AND
LIBERMAN BROADCASTING OF DALLAS LICENSE CORP.
RELATING TO THE ACQUISITION OF KNOR(FM)
Dated March 18, 2004
TABLE OF CONTENTS
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ARTICLE I |
DEFINITIONS |
1 | ||
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1.1 |
Definitions |
1 | ||
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1.2 |
Knowledge |
5 | ||
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ARTICLE II |
PURCHASE AND SALE OF ASSETS |
5 | ||
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2.1 |
Assets to Be Conveyed |
5 | ||
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2.2 |
Excluded Assets and Liabilities |
6 | ||
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ARTICLE III |
PURCHASE PRICE; METHOD OF PAYMENT; ESCROW DEPOSIT |
6 | ||
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3.1 |
Purchase Price |
6 | ||
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3.2 |
Liabilities Assumed |
8 | ||
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3.3 |
Escrow Deposit |
8 | ||
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3.4 |
Buyers Remedies |
9 | ||
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3.5 |
Allocation |
9 | ||
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3.6 |
Prorations |
9 | ||
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ARTICLE IV |
REPRESENTATIONS AND WARRANTIES BY SELLER |
9 | ||
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4.1 |
Organization and Standing |
10 | ||
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4.2 |
Authorization |
10 | ||
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4.3 |
FCC Licenses |
10 | ||
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4.4 |
Purchased Assets |
12 | ||
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4.5 |
Insurance |
13 | ||
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4.6 |
Litigation |
13 | ||
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4.7 |
Contracts |
13 | ||
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4.8 |
Insolvency |
13 | ||
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4.9 |
Reports |
13 | ||
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4.10 |
No Defaults |
13 | ||
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4.11 |
Disclosures |
14 | ||
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4.12 |
Environmental Compliance |
14 | ||
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4.13 |
Intellectual Property |
14 | ||
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4.14 |
Brokers |
15 | ||
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4.15 |
Prepaid Expenses |
15 | ||
i
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4.16 |
Employees. |
15 | ||
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4.17 |
Taxes. |
16 | ||
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4.18 |
No Interference with Signal. |
16 | ||
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ARTICLE V |
REPRESENTATIONS AND WARRANTIES BY BUYER AND LBI MEDIA |
16 | ||
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5.1 |
Status |
16 | ||
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5.2 |
No Defaults |
16 | ||
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5.3 |
Authorization |
16 | ||
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5.4 |
Brokers |
17 | ||
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5.5 |
Qualification as a Broadcast Licensee |
17 | ||
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5.6 |
Litigation |
17 | ||
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5.7 |
Approvals and Consents |
17 | ||
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5.8 |
Sufficiency of Funds |
17 | ||
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ARTICLE VI |
COVENANTS OF SELLER |
17 | ||
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6.1 |
Affirmative Covenants of Seller |
17 | ||
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6.2 |
Negative Covenants of Seller |
19 | ||
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6.3 |
Lease Amendment |
20 | ||
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6.4 |
Agreement to Modify Pending Application |
20 | ||
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ARTICLE VII |
ADDITIONAL AGREEMENTS |
20 | ||
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7.1 |
Application for Commission Consent; Other Consents |
20 | ||
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7.2 |
Mutual Right to Terminate |
21 | ||
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7.3 |
Buyers Right to Terminate |
21 | ||
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7.4 |
Sellers Right to Terminate |
21 | ||
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7.5 |
Risk of Loss |
22 | ||
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7.6 |
Transfer Taxes and FCC Filings; Expenses; Bulk Sales. |
23 | ||
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ARTICLE VIII |
CLOSING CONDITIONS |
23 | ||
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8.1 |
Conditions Precedent to Buyers Obligations |
23 | ||
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8.2 |
Conditions Precedent to Sellers Obligations |
25 | ||
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ARTICLE IX |
ITEMS TO BE DELIVERED AT THE CLOSING |
26 | ||
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9.1 |
Sellers Performance at Closing |
26 | ||
ii
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9.2 |
Buyers Performance at Closing |
27 | ||
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ARTICLE X |
INDEMNIFICATION |
28 | ||
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10.1 |
Indemnification by Seller |
28 | ||
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10.2 |
Indemnification by LBI Media and Buyer |
29 | ||
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10.3 |
Third-Party Claims |
29 | ||
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10.4 |
Holdback. |
30 | ||
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10.5 |
Survival of Representations and Warranties |
30 | ||
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ARTICLE XI |
MISCELLANEOUS PROVISIONS |
30 | ||
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11.1 |
Notices |
30 | ||
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11.2 |
Benefit and Assignment |
31 | ||
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11.3 |
Public Announcements |
32 | ||
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11.4 |
Other Documents |
32 | ||
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11.5 |
Appendices |
32 | ||
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11.6 |
Attorneys Fees |
32 | ||
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11.7 |
Construction |
32 | ||
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11.9 |
Counterparts |
34 | ||
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11.10 |
Headings |
34 | ||
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11.11 |
Entire Agreement |
34 | ||
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EXHIBIT A |
LEGAL OPINION OF SELLERS COUNSEL |
1 | ||
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EXHIBIT B |
LEGAL OPINION OF SELLERS FCC COUNSEL |
1 | ||
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EXHIBIT C |
LEGAL OPINION OF LBI ENTITIES COUNSEL |
1 | ||
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SCHEDULE I |
Identification of Contracts to be Assumed | |
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SCHEDULE II |
List of all Permits and FCC Licenses | |
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SCHEDULE III |
List of Required Consents | |
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SCHEDULE IV |
Identification of Principal Items of Tangible Personal Property | |
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SCHEDULE V |
Insurance Coverage Maintained by Seller on the Purchased Assets | |
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SCHEDULE VI |
Identification of Intellectual Property | |
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SCHEDULE VII |
Prepaid Expenses |
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EXHIBIT A |
Legal Opinion of Sellers Counsel | |
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EXHIBIT B |
Legal Opinion of Sellers FCC Counsel | |
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EXHIBIT C |
Legal Opinion of LBI Entities Counsel | |
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EXHIBIT D |
Form of Estoppel and Consent | |
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EXHIBIT E |
Form of Escrow Agreement |
iii
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into this 18 day of March, 2004, by and among A.M. & P.M. Broadcasters, LLC, a Texas limited liability company (Seller), on the one hand, and LBI Media, Inc., a California corporation (LBI Media); Liberman Broadcasting of Dallas, Inc., a California corporation (LBI); and Liberman Broadcasting of Dallas License Corp., a California corporation (LBI Sub), on the other. LBI and LBI Sub are referred to collectively as Buyer.
W I T N E S S E T H:
WHEREAS, Seller owns certain assets used or held for use in connection with the operation of radio station KNOR(FM), (93.7 FM, Krum, Texas) and its auxiliary facilities (the Station) and Seller desires to sell and assign to Buyer the Station and its related assets, and the licenses, permits and other authorizations issued by the Federal Communications Commission (the FCC or Commission) for or in connection with the operation of the Station, including any and all pending applications therefor (the FCC Licenses); and
WHEREAS, LBI Sub desires to acquire the FCC Licenses, and LBI desires to acquire from Seller all the other assets relating to the Station and all of its assets; and
WHEREAS, the FCC Licenses may not be assigned to LBI Sub without the prior written consent of the Commission.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. Unless otherwise stated in this Agreement, the following terms shall have the following meanings:
Agreement means this Asset Purchase Agreement, and references to Articles, Sections, Schedules and Exhibits are to the Articles and Sections of this Agreement and to the Schedules and Exhibits attached hereto.
Assignment Application means the application which Seller and Buyer will join in and file with the Commission requesting its written consent to the assignment of the FCC Licenses from Seller to LBI Sub.
Assumed Contracts means only (i) those Contracts listed on Schedule I, (ii) any other contract which LBI specifically agrees to assume in connection with this Agreement in its sole discretion, and (iii) those Contracts entered into by Seller in the ordinary course of business between the date hereof and the Closing Date which LBI specifically agrees in writing to assume.
Buyer has the meaning set forth in the first paragraph of this Agreement.
Closing Date means (i) 5:00 p.m. PST on the 10th business day following the Final Order Day, or (ii) such other time mutually agreed to in writing by the Parties.
Closing Place means the offices of OMelveny & Myers LLP, 400 South Hope Street, 15th Floor, Los Angeles, California 90071, or such other place mutually agreed to in writing by the Parties.
Commission has the meaning set forth in the recitals hereto.
Communications Act means the Communications Act of 1934, as amended, or any successor statute or statutes thereto, and all rules, regulations, written policies, orders and decisions of the FCC thereunder, in each case as from time to time in effect.
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