Preview | Asset Purchase Agreement |

Document Preview

Asset Purchase Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Asset Purchase Agreement

Entities:

LEE Enterprises, Inc; Bank of America, NA

Date:

2006

Size:

Preview shows 48KB of 135KB total

Price:

$60

ID:

#2667920

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

Start of Preview

ASSET PURCHASE AGREEMENT

and

among

LEE ENTERPRISES, INCORPORATED,

LEE PROCUREMENT SOLUTIONS CO.

and

TARGET MEDIA PARTNERS OPERATING COMPANY, LLC

Dated September 5, 2006

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS		1

1.1	Certain Definitions	1
1.2	Other Definitions	3

ARTICLE 2 SALE OF THE ACQUIRED ASSETS; CLOSING		5

2.1	Purchase and Sale of the Acquired Assets	5
2.2	Assumption of Liabilities	5
2.3	Consideration for the Acquired Assets	7
2.4	Further Assurances	9
2.5	Nontransferable Business Contracts	9
2.6	Closing	10
2.7	Closing Obligations	10

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LEE		12

3.1	Organization; Qualification; Authority	12
3.2	Corporate Authority Relative to this Agreement; No Violation	13
3.3	Business Financial Statements	14
3.4	No Undisclosed Liabilities	14
3.5	Compliance with Law; Permits	15
3.6	Environmental Laws and Regulations	15
3.7	Employee Benefit Plans	16
3.8	Absence of Certain Changes or Events	17
3.9	Investigations; Litigation	17
3.10	Tax Matters	18
3.11	Labor Matters	19
3.12	Title to Acquired Assets	19
3.13	Intellectual Property	19
3.14	Real Property	20
3.15	Material Contracts	21
3.16	Transactions with Affiliates	21
3.17	Finders or Brokers	21
3.18	No Additional Representations	21

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 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

ARTICLE 6 EMPLOYMENT MATTERS		31

6.1	Acquired Employees	31
6.2	Welfare Plans	31
6.3	Severance and Participation Agreement Liabilities	32
6.4	Savings Plans	33
6.5	Vacation	33
6.6	General	33

ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS		33

7.1	Conditions to Each Partys Obligation	33
7.2	Conditions to Obligations of Buyer	34
7.3	Conditions to Obligations of Lee	34

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 of Claims	37
9.5	Procedure for Indemnification Third Party Claims	37
9.6	Procedure for Indemnification Other Claims	38
9.7	Limitations on Indemnification	38
9.8	Exclusive Remedy	39

ARTICLE 10 GENERAL PROVISIONS		40

10. 1	Expenses	40

-ii-

TABLE OF CONTENTS

(Continued)


		Page
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	41
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		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		Current Assets
SCHEDULE F		Current Liabilities
SCHEDULE G		Allocation of Purchase Price
SCHEDULE H		New Welfare Plans

-iii-

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (Agreement) is made as of September 5, 2006, by and among TARGET MEDIA PARTNERS OPERATING COMPANY, LLC, a Delaware limited liability company (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).

End of Preview

Home Intelligence Services Subscriptions News About Us