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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

LEE Enterprises, Inc; Bank of America, NA

Date:

2006

Size:

Preview shows 49KB of 130KB total

Price:

$40

ID:

#2667919

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Financial ► Money Center Banks

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ASSET PURCHASE AGREEMENT

and

among

LEE ENTERPRISES, INCORPORATED,

LEE PROCUREMENT SOLUTIONS CO.

and

SOUND PUBLISHING, INC.

Dated September 6, 2006

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS		4
1.1	Certain Definitions	4
1.2	Other Definitions	6

ARTICLE 2 SALE OF THE ACQUIRED ASSETS; CLOSING		8

2.1	Purchase and Sale of the Acquired Assets	8
2.2	Assumption of Liabilities	8
2.3	Consideration for the Acquired Assets	10
2.4	Further Assurances	12
2.5	Nontransferable Business Contracts	13
2.6	Closing	13
2.7	Closing Obligations	13

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LEE		14

3.1	Organization; Qualification; Authority	14
3.2	Corporate Authority Relative to this Agreement; No Violation	15
3.3	Business Financial Statements	16
3.4	No Undisclosed Liabilities	16
3.5	Compliance with Law; Permits	17
3.6	Environmental Laws and Regulations	17
3.7	Employee Benefit Plans	18
3.8	Absence of Certain Changes or Events	19
3.9	Investigations; Litigation	19
3.10	Tax Matters	19
3.11	Labor Matters	20
3.12	Title to Acquired Assets	20
3.13	Intellectual Property	20
3.14	Real Property	20
3.15	Material Contracts	21
3.16	Transactions with Affiliates	22
3.17	Finders or Brokers	22
3.18	No Additional Representations	22

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER		22

4.1	Organization	22
4.2	Corporate Authority Relative to this Agreement; No Violation	22
4.3	Investigations; Litigation	23
4.4	Finders or Brokers	23
4.5	Solvency	23
4.6	Available Funds	24

-i-

TABLE OF CONTENTS

(Continued)


		Page
ARTICLE 5 COVENANTS		24

5.1	Conduct of the Business by Lee	24
5.2	Access to Information; Confidentiality	26
5.3	Mutual Best Efforts	26
5.4	Tax Matters	28
5.5	Public Announcements	29
5.6	Transaction Costs	29
5.7	Retention of and Access to Records	29
5.8	Notifications	30
5.9	Payments	30
5.10	Cooperation in Post-Closing Litigation	30
5.11	Updating of Lee Disclosure Schedules	30
5.12	Additional Covenants of Lee	31

ARTICLE 6 EMPLOYMENT MATTERS		32

6.1	Acquired Employees	32
6.2	Welfare Plans	32
6.3	Severance and Participation Agreement Liabilities	33
6.4	Savings Plans	33
6.5	Vacation	34
6.6	General	34

ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS		34

7.1	Conditions to Each Partys Obligation	34
7.2	Conditions to Obligations of Buyer	34
7.3	Conditions to Obligations of Lee	35

ARTICLE 8 TERMINATION		35

8.1	Termination	35
8.2	Effect of Termination	36

ARTICLE 9 INDEMNIFICATION; REMEDIES		36

9.1	Survival	36
9.2	Indemnification By Buyer	36
9.3	Indemnification By Lee	37
9.4	Notice and Defense of Claims	37
9.5	Procedure for Indemnification Third Party Claims	38
9.6	Procedure for Indemnification Other Claims	38
9.7	Limitations on Indemnification	38
9.8	Exclusive Remedy	39

-ii-

TABLE OF CONTENTS

(Continued)


		Page
ARTICLE 10 GENERAL PROVISIONS		40

10.1	Expenses	40
10.2	Notices	40
10.3	References	41
10.4	Interpretation	41
10.5	Counterparts	41
10.6	Entire Agreement; Third-Party Beneficiaries	41
10.7	Governing Law	41
10.8	Assignment	42
10.9	Nondisclosure	42
10.10	Amendments; Waiver	42
10.11	Enforcement	42
10.12	Severability	42

EXHIBITS:



EXHIBIT A		Bill of Sale
EXHIBIT B		Assignment and Assumption Agreement
EXHIBIT C		Nickel Ads Assignment
EXHIBIT D		Real Property Deed
EXHIBIT E		Transition Services Agreement

SCHEDULES:

SCHEDULE A		Acquired Assets
SCHEDULE B		Acquired Publications
SCHEDULE C		Intellectual Property and Other Intangibles
SCHEDULE D		Excluded Assets
SCHEDULE E		Allocation of Purchase Price
SCHEDULE F		New Welfare Plans

-iii-

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (Agreement) is made as of September 6, 2006, by and among SOUND PUBLISHING, INC., a Washington corporation (Buyer), LEE ENTERPRISES, INCORPORATED, a Delaware corporation (Lee Enterprises), and LEE PROCUREMENT SOLUTIONS CO., an Iowa corporation (Lee Procurement and, together with Lee Enterprises, Lee).

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