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Title: |
Purchase Agreement |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 18KB total |
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Price: |
$33 |
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ID: |
#341879 |
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PURCHASE AGREEMENT
This Purchase Agreement (this Agreement) is entered into as of December 19, 2002, by and among AT&T Corp., a New York corporation (AT&T), ItelTech, LLC, a Delaware limited liability company (AT&T Sub), IDT Corporation, a Delaware corporation (IDT), IDT Investments, Inc., a Nevada corporation (IDT Investments), IDT Domestic-Union, LLC, a Delaware limited liability company (IDT Sub), Liberty Media Corporation, a Delaware corporation, LMC Animal Planet, Inc., a Colorado corporation, Liberty N2P II, Inc., a Delaware corporation (Liberty Sub), and NTOP Holdings, LLC, a Delaware limited liability company (the Company).
Recitals
1. AT&T, AT&T Sub, IDT, IDT Investments, IDT Sub, Liberty Media Corporation and LMC Animal Planet, Inc. are parties to the Second Amended and Restated Limited Liability Company Agreement, dated as of October 19, 2001, of the Company, as amended by Amendment No. 1 thereto, dated as of October 31, 2001, (the LLC Agreement; capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the LLC Agreement). Liberty Sub is a wholly-owned subsidiary of LMC Animal Planet, Inc.
2. By letter dated October 29, 2002, a copy of which is attached hereto as Exhibit A, AT&T Sub exercised the IDT Investments Put and the Liberty Sub Put.
3. This Agreement provides for the purchase by IDT Investments from AT&T Sub of six (6) Class A Membership Interests for $3,900 in cash in satisfaction of the IDT Investments Put and the purchase by Liberty Sub from AT&T Sub of twenty-three (23) Class A Membership Interests for $14,950 in cash in satisfaction of the Liberty Sub Put.
Agreement
In consideration of the premises, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follow:
1. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations, warranties and covenants set forth herein, (a) AT&T Sub shall sell to IDT Investments, and IDT Investments shall purchase from AT&T Sub, six (6) Class A Membership Interests (the IDT Interests) in exchange for $3,900.00 in cash (the IDT Purchase Price) and (b) AT&T Sub shall sell to Liberty Sub, and Liberty Sub shall purchase from AT&T Sub, twenty-three (23) Class A Membership Interests (the LMC Interests and, together with the IDT Interests, the Interests) in exchange for $14,950.00 in cash (the LMC Purchase Price).
2. Closing.
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