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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 70KB of 209KB total |
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Price: |
$73 |
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ID: |
#1492496 |
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Start of Preview |
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ASSET PURCHASE AGREEMENT
Among
WORD OF GOD FELLOWSHIP, INC.
LBI MEDIA, INC.
LIBERMAN TELEVISION OF DALLAS, INC.
AND
LIBERMAN TELEVISION OF DALLAS LICENSE CORP.
RELATING TO THE ACQUISITION OF KMPX
Dated July 14, 2003
TABLE OF CONTENTS
| Page | ||||
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ARTICLE I |
DEFINITIONS |
1 | ||
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1.1 |
Definitions |
1 | ||
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1.2 |
Knowledge |
7 | ||
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ARTICLE II |
PURCHASE AND SALE OF ASSETS |
7 | ||
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2.1 |
Assets to be Conveyed |
7 | ||
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2.2 |
Excluded Assets and Liabilities |
8 | ||
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ARTICLE III |
PURCHASE PRICE; METHOD OF PAYMENT; ESCROW DEPOSIT |
8 | ||
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3.1 |
Purchase Price |
8 | ||
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3.2 |
Liabilities Assumed |
9 | ||
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3.3 |
Escrow Deposit |
9 | ||
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3.4 |
Buyers Remedies |
10 | ||
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3.5 |
Allocation |
10 | ||
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3.6 |
Prorations |
10 | ||
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ARTICLE IV |
REPRESENTATIONS AND WARRANTIES BY SELLER |
10 | ||
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4.1 |
Organization and Standing |
10 | ||
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4.2 |
Authorization |
11 | ||
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4.3 |
FCC Licenses |
11 | ||
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4.4 |
Purchased Assets |
14 | ||
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4.5 |
Insurance |
15 | ||
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4.6 |
Litigation |
15 | ||
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4.7 |
Contracts |
15 | ||
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4.8 |
Insolvency |
15 | ||
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4.9 |
Reports |
15 | ||
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4.10 |
No Defaults |
16 | ||
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4.11 |
Disclosures |
16 | ||
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4.12 |
Environmental Compliance |
16 | ||
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4.13 |
Must Carry Rights |
17 | ||
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4.14 |
Intellectual Property |
17 | ||
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4.15 |
Brokers |
18 | ||
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4.16 |
Prepaid Expenses |
18 | ||
-i-
TABLE OF CONTENTS
(continued)
| Page | ||||
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4.17 |
Employees and Employee Benefits. |
18 | ||
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4.18 |
Taxes. |
18 | ||
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4.19 |
No Interference With Signal. |
18 | ||
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4.20 |
DTV Transmitter Site Lease. |
19 | ||
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4.21 |
Echostar and DirecTV |
19 | ||
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ARTICLE V |
REPRESENTATIONS AND WARRANTIES BY BUYER AND LBI MEDIA |
20 | ||
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5.1 |
Status |
20 | ||
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5.2 |
No Defaults |
20 | ||
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5.3 |
Authorization. |
20 | ||
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5.4 |
Brokers |
20 | ||
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5.5 |
Qualification as a Broadcast Licensee |
20 | ||
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5.6 |
Litigation |
21 | ||
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5.7 |
Approvals and Consents |
21 | ||
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ARTICLE VI |
COVENANTS OF SELLER |
21 | ||
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6.1 |
Affirmative Covenants of Seller |
21 | ||
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6.2 |
Negative Covenants of Seller |
24 | ||
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6.3 |
COBRA Continuation Coverage. |
25 | ||
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6.4 |
FCC Filing Related Covenants. |
25 | ||
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ARTICLE VII |
ADDITIONAL AGREEMENTS |
25 | ||
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7.1 |
Application for Commission Consent; Other Consents |
25 | ||
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7.2 |
Mutual Right to Terminate |
26 | ||
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7.3 |
Buyers Right to Terminate |
27 | ||
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7.4 |
Sellers Right to Terminate |
27 | ||
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7.5 |
Risk of Loss |
27 | ||
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7.6 |
Transfer Taxes and FCC Filings; Expenses; Bulk Sales. |
28 | ||
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ARTICLE VIII |
CLOSING CONDITIONS |
29 | ||
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8.1 |
Conditions Precedent to Buyers Obligations |
29 | ||
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8.2 |
Conditions Precedent to Sellers Obligations |
32 | ||
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ARTICLE IX |
ITEMS TO BE DELIVERED AT THE CLOSING |
33 | ||
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9.1 |
Sellers Performance At Closing |
33 | ||
-ii-
TABLE OF CONTENTS
(continued)
| Page | ||||
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9.2 |
Buyers Performance at Closing | 35 | ||
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ARTICLE X |
INDEMNIFICATION | 36 | ||
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10.1 |
Indemnification by Seller | 36 | ||
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10.2 |
Indemnification by LBI Media and Buyer | 36 | ||
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10.3 |
Third-Party Claims | 37 | ||
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10.4 |
Survival of Representations and Warranties | 38 | ||
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ARTICLE XI |
MISCELLANEOUS PROVISIONS | 38 | ||
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11.1 |
Notices | 38 | ||
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11.2 |
Benefit and Assignment | 39 | ||
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11.3 |
Public Announcements | 39 | ||
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11.4 |
Other Documents | 40 | ||
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11.5 |
Appendices | 40 | ||
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11.6 |
Attorneys Fees | 40 | ||
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11.7 |
Construction | 40 | ||
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11.8 |
Arbitration | 40 | ||
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11.9 |
Counterparts | 42 | ||
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11.10 |
Headings | 42 | ||
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11.11 |
Entire Agreement | 42 | ||
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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 |
List of Certain Cable Systems (Must Carry Rules) | |
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SCHEDULE VII |
Schedule of Prepaid Expenses |
| EXHIBIT A | Form of Warranty Deed |
| EXHIBIT B | Legal Opinion of Sellers Counsel |
| EXHIBIT C | Legal Opinion of Sellers FCC Counsel |
| EXHIBIT D | Legal Opinion of LBI Entities Counsel |
| EXHIBIT E | Form of Estoppel and Consent |
| EXHIBIT F | Form of Escrow Agreement |
-iii-
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into this 14th day of July, 2003, by and among Word of God Fellowship, Inc., a Georgia non-profit corporation (Fellowship or Seller), on the one hand, and LBI Media, Inc., a California corporation (LBI Media), Liberman Television of Dallas, Inc., a California corporation (LBI), and Liberman Television 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 television station KMPX (Channel 29, Decatur-Dallas, Texas) and station KMPX-DT (Channel 30, Decatur-Dallas, Texas) (collectively, the Station) and Seller desires to sell and assign to Buyer the Station and its related assets and certain other 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 or requests 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 certain other 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.
American Tower means the landlord under the Tower Leases.
Analog Modification Application has the meaning ascribed to such term in Section 4.3.8.
Analog Transmitter Site Leases (Northwest) means (i) the Lease Agreement dated October [ ], 2001 between American Tower) and Seller for the primary antenna and related equipment located at the Northwest Highway tower site, and (ii) the KMPX Channel 29 Lease Agreement dated October [ ], 2001 between American Tower and Seller for certain TSL dish and related equipment located at the Northwest Highway tower site, in each case as unamended.
Assignment Application means the Form 314 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.
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