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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 5KB of 51KB total |
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Price: |
$45 |
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ID: |
#1578902 |
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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement (the "Agreement"), made and entered into as of
September 30, 2003, by News Communications Inc., a Nevada corporation ("NCI" or
"Seller") and World Business Media, LLC, a New York limited liability company
("World" or "Purchaser").
W I T N E S S E T H:
WHEREAS, NCI wishes to sell and World wishes to purchase the Assets (as
defined below), all upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in reliance upon the covenants, representations,
warranties and agreements set forth herein, the parties agree as follows:
SECTION I - SALE AND PURCHASE OF ASSETS
1.1. Transaction:
At the Closing (as hereinafter defined), Purchaser shall purchase from
Seller, and Seller shall sell to Purchaser, all of Seller's right,
title and interest in and to the Assets (as hereinafter defined) to the
extent transferable by Seller. For the purposes of this Agreement,
"Assets" shall mean only those assets and contract rights of Seller
related to the Seller's GSN Business (as hereinafter defined) being
conducted as of the date of this Agreement (but shall not include any
assets excluded pursuant to Section 1.2)) and listed in Section 1.1(a),
Schedule 1.1(b)-1 and Schedule 1.1(b)-2 or otherwise described in
Sections 1.1(a) - (g) below. For the purposes of this Agreement,
"Seller's GSN Business" shall mean Seller's GSN: Government Security
News magazine business, together with websites at
www.governmentsecuritynews.net and www.GSNMagazine.com, as well as any
businesses conducted by Seller as of the date of this Agreement under
the name GSN: Government Security News or Government Security News. The
Assets shall be comprised of the following as they exist at and as of
the Closing, to the extent transferable:
(a) the computer, including the CPU, hard drive, monitor, keyboard,
mouse and printer used by Jacob Goodwin;
(b) all the rights and benefits accruing to Seller under all contracts,
agreements, commitments and plans, written and oral, with all of
Seller's advertisers relating to Seller's GSN Business ("Advertiser
Contracts") listed on Schedule 1.1(b)-1 ("Transferred
Advertisers"), and all rights and benefits accruing to Seller under
any contracts, agreements, commitments or plans listed on Schedule
1.1(b)-2 (together with the Advertiser Contracts "Assigned
Contracts");
(c) subject to the provisions of Section 1.2(f), all work-in-process
and accounts receivable arising out of the ordinary operations of
Seller's GSN Business and related activities prior to the Closing,
and all cash proceeds in respect thereof;
(d) all operating data and records in Seller's possession relating to
the Assets which are separately maintained, including, without
limitation, all advertiser records and documents, including
contracts, advertiser lists and records, research and development
reports and records, equipment logs, operating guides and manuals,
projections, copies of financial, accounting and personnel records,
correspondence and other similar documents and records;
(f) all of Seller's interest in and to all intellectual property
relating to the Assets, including all rights to the name GSN, GSN:
Government Security News, all works made for hire for Seller's GSN
Business (including without limitation all the copyrights in and to
all issues of GSN: Government Security News magazine and all
original works of authorship therein owned by Seller as well as
inserts, press kits, flyers or the like) as well as any license
rights to any articles, research, designs, layouts, software (to
the extent transferable), processes, methods, plans, research,
data, marketing plans and strategies, forecasts, trademarks,
service marks, trade names, licenses (if transferable), including
those in development and negotiation, copyrights (both registered
and unregistered);
(g) any licenses, permits, approvals, qualifications, consents and
other authorizations held by Seller necessary or desirable for the
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