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Contract to Acquire Radio or TV Station - Combined with Assignment of Radio License

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Contract to Acquire Radio or TV Station - Combined with Assignment of Radio License Powered By Docstoc
					Contract for sale and purchase of radio or television station--Combined with assignment of
radio license

                               ASSET PURCHASE AGREEMENT

        Agreement made __________ [date], between __________ (name of seller), of
__________, [address], City of __________, County of __________, State of __________,
referred to as seller, and __________ (name of buyer), of __________, [address], City of
__________, County of __________, State of __________, referred to as buyer.

                                             RECITALS

        1. Seller is the owner of the assets of and is licensee of Radio Station __________ [call
letters] in the City of __________, County of __________, State of __________, which operates
on __________ [number] khz with power of __________ [number] watts daytime, __________
[number] watts nighttime, and is licensed to and located in the City of __________, County of
__________, State of __________, referred to as the station.

        2. Seller desires to sell and buyer desires to purchase all of the assets used and useful for
and in operation of the station, and both parties agree to effect the assignment of license of such
station from seller to buyer on the terms and conditions as set forth in this agreement.

        3. The approval of the Federal Communications Commission, hereinafter referred to as the
F.C.C., must be obtained prior to the assignment of, and the actual transfer of, the license of station
from seller to buyer.

       In consideration of the promises and covenants contained in this agreement and other
valuable considerations, the parties agree as follows:

                                         SECTION ONE
                                       BASIC AGREEMENT

        Seller agrees to sell and buyer agrees to buy the following property, assets and contracts free
and clear from all liabilities, claims, and encumbrances for the following prices:

        (a) All advertising contracts in effect as of the closing date for the sale of advertising over
station for a sum equal to the actual amount of those contracts.

         (b) Any and all other properties or assets on hand and relating to the operation of the station
at the closing date on this agreement, except accounts receivable and cash on hand, for a sum equal
to the difference between the purchase price set forth in SECTION TWO and the amounts paid in
SECTION ONE, subparagraph (a) above and subparagraph (c) below;

       (c) The goodwill of the station for the sum of __________ Dollars ($__).

       Seller agrees to transfer any and all licenses, permits, or authorizations issued by any
regulatory agency to seller which are necessary for or useful in the operation of the station including
all pertinent F.C.C. licenses and permits.

                                          SECTION TWO
                                        PURCHASE TERMS

        The purchase price of such assets and contemplated transfer of license is __________
Dollars ($__) to be paid to seller by buyer as follows:

       (a) __________ Dollars ($__) cash at closing date.

        (b) Assumption of existing promissory note executed by seller in favor of the
owner-licensee of __________ [radio station call numbers] immediately previous to seller, which
shall not at the closing exceed __________ Dollars ($__).

        (c) Balance of such __________ Dollars ($__), after deducting cash and assumed note
described above, shall be secured by promissory note executed by buyer and bear interest at the rate
of __________ percent (__%) per annum and shall be paid to seller by buyer in __________
[number] semi-annual installments, commencing __________ [specify, such as: six] months after
the closing date, each installment to include level payments to principal and accrued interest.

                                        SECTION THREE
                                      LEASE OF PREMISES

        Radio Station __________ [call numbers] now operates on leased premises, the lease of
which contains a provision for cancellation by either the lessor or the lessee upon
__________[specify, such as: six] months notice in writing to the other party. Buyer and seller
agree faithfully to strive to maintain such lease during the term of this agreement. In the event lease
notice is given by lessor prior to the closing date, then the __________ [enumerate, such as: tower,
ground system and studio equipment] shall be moved at the expense of seller to a site and suitable
building to be provided by buyer at buyer's expense. In the event the purchase of the station is not
consummated, buyer's expenses in providing a site and building shall be reimbursed by seller.

                                       SECTION FOUR
                               EXHIBIT AND LIST OF PROPERTY

        Exhibit "A", attached to this agreements and incorporated by reference, represents a
description of most of the equipment used at the date of this agreement in the operation of
__________ [radio station call numbers]. Any equipment not described in such list but which
shall in fact have been on the premises of __________ [radio station call numbers] on the date of
__________ [date], at which time buyer made a personal inspection of the premises of
__________ [radio station call numbers], shall be considered included in the physical assets to be
transferred under this agreement.

                                         SECTION FIVE
                                     SELLER'S WARRANTIES
        Seller warrants to buyer as follows:

        (a) As of the closing date the assets conveyed will be subject to no mortgages, pledges,
liens, encumbrances, charges or other indebtedness except the assumed note set forth in SECTION
TWO, subparagraph (b).

        (b) Seller holds an authorized license for the station, which license was issued by the
Federal Communications Commission, and seller represents that the station is being operated in
accordance with all Federal Communications Commission Rules and Regulations and will continue
to be so operated upon to the closing date.

        (c) Seller shall not enter into any lease arrangement or contract other than those currently in
existence and with the exception of normal time sales, unless the such lease agreements or contracts
may be terminated on not more than __________ [specify, such as: two] weeks' written notice
without penalty or payment.

        (d) At the time of closing seller will have authority to convey and will transfer all assets free
and clear with warranties of title, subject only to the existing note in favor of previous owner as set
forth in SECTION TWO, subparagraph (b).

        (e) Seller has no employment contracts or collective bargaining agreement or any other
contracts, other than those referred to in this agreement, which are not terminable at will, nor will it
have any such contracts or agreements at the time of the closing.

        (f) There will be no outstanding claims, judgment or liens including state, county, or federal
taxes pending against seller, nor any litigation or threatened litigation known to seller at the time of
closing which might adversely affect seller's right to consummate this agreement.

        (g) Seller will indemnify and hold buyer harmless from all claims and actions, including
reasonable attorney's fees, which might arise out of any breach or alleged breach of any leases,
contracts or agreements assigned to buyer under this agreement because of events occurring prior to
the closing date. Seller will further indemnify and hold buyer harmless from all costs and expenses,
including reasonable attorney's fees, from any breach or failure on seller's part to perform under any
warranty or representation contained in this agreement or as a result of any undisclosed liability
arising from acts, events, or inaction prior to closing.

       (h) Seller guarantees that the condition of the physical assets existing as of the date of this
agreement shall be at closing date in substantially the same condition (except for normal wear and
tear which may be expected to occur during such time period). Replacement or repair of any
equipment made necessary by failure for reason other than normal wear and tear shall be at the
expense of seller.

         (i) Seller will not, while this agreement is in effect, assign, transfer, mortgage or otherwise
dispose of or encumber the property and rights specified in this agreement, which are contemplated
to be transferred to buyer.
       (j) Seller shall, after the date of this agreement, continue to operate and conduct business of
__________ [radio station call numbers] in the usual manner, in good faith and with due diligence,
and shall not allow through seller's neglect or other conduct for the station property or business or
employee relations or public image to deteriorate prior to closing date.

        (k) Seller warrants and represents that the signature of seller is authoritative and binding,
and that there are no contracts, credit arrangements, corporate by-laws or other restrictions
prohibiting the seller's entry into this agreement.

        (l) Seller warrants and agrees that it will pay all of its just liabilities including but not
limited to accounts payable, except only amounts due to __________ [enumerate exceptions] either
before the date of closing or at the date of closing and that evidence of such payment shall be made
to buyer.

                                        SECTION SIX
                                    PERSONAL GUARANTEE

        __________ (Name of officer), by __________ (his or her) signature as officer of
__________ [radio station call numbers] and the __________ Corporation and as an individual
shall remain personally liable on existing note in favor of previous owner, as described in Section
Two in this agreement, and personally guarantees the performance of __________ [radio station
call numbers] and __________ Corporation of all covenants and obligations as set forth in this
agreement.

                              SECTION SEVEN
               FEDERAL COMMUNICATIONS COMMISSION APPLICATION

        It is understood by the parties that this agreement requires the prior consent of the Federal
Communications Commission, and upon execution of this agreement all parties will cooperate and
exercise good faith in the preparation, filing and expeditious processing of the required application
to the F.C.C. requesting its consent to the assignment of the license in question and the approval of
the terms of this agreement. Each party will bear the cost of its respective portion of the
application. Buyer agrees to pay all of the required F.C.C. filing and license fees.

                                        SECTION EIGHT
                                      STATION MANAGER

      Seller agrees to employ on reasonable terms and conditions a person acceptable to buyer,
whose approval will not be unreasonably withheld, to fill the now vacant position of station
manager from the date of this agreement until the closing date.

                                      SECTION NINE
                              SELLER TO PROVIDE DOCUMENTS

       After the execution of this agreement, seller shall provide to buyer within __________
[specify, such as: ten] days of buyer's request any and all documents or records pertaining to the
operation of Radio Station __________ [call numbers], including but not limited to, copies of all
contracts, bills and invoices of past operating expenses, leases, financial statements and other
documentation which buyer may find useful in planning and conducting the future operation of
__________ [radio station call numbers].

                                        SECTION TEN
                                  COVENANT NOT TO COMPETE

        Seller agrees that __________ (he or she) and any business entity in which __________ (he
or she) has a substantial ownership interest shall not compete with buyer in any advertising medium
in the County of __________, State of __________, for a period of __________ [specify, such as:
five] years from closing date. __________ Dollars ($__) of the purchase price set forth in
SECTION TWO is given in consideration of this covenant not to compete.

                                    SECTION ELEVEN
                        POSSIBLE REDRAFTING OF THIS AGREEMENT

        In the event this agreement does not conform to F.C.C. requirements and is not acceptable
to the F.C.C., the parties agree to restructure the agreement so as to conform and be acceptable to
the F.C.C., provided that such restructuring substantially maintains the agreements the parties have
made.

                                          SECTION TWELVE
                                            RISK OF LOSS

         The risk of any loss, or damage or destruction to any of the property or assets to be
transferred to buyer under this agreement, from fire or other casualty or cause shall be borne by
seller at all times prior to the closing, and it shall be the responsibility of seller to repair the property
or cause the property to be repaired and restored to the condition it was in prior to such loss,
damage or destruction. The proceeds of or any claim for any loss payable under any insurance
policy with respect to such property shall be used to repair, replace, or restore the property to its
former condition.

        It is expressly understood and agreed that in the event of any loss or damage to any of the
property or assets to be transferred under this agreement from fire, casualty or other causes prior to
the closing date, seller shall notify buyer of such loss or damage in writing immediately. Such
notice shall specify with particularity the loss or damage incurred, the cause of such loss or damage,
if known or reasonably ascertainable, and the insurance coverage. In the event that the property is
not completely repaired, replaced or restored on or before the closing date, buyer, within
__________ [specify, such as: ten] days of written notification by seller, at its sole option:

        (a) may elect to postpone the closing until such time as the property has been completely
repaired, replaced or restored;

        (b) may elect to consummate the closing and accept the property in its condition of that
time, in which event seller shall assign to buyer all rights under any insurance covering the such
property and pay over to buyer all proceeds of insurance received up to that time for covering the
property involved, and make appropriate deductions from the purchase price to account for such
loss or damage; or

        (c) may rescind this agreement and declare it is of no further force or effect, in which event
there shall be no closing, and all the terms and conditions of this agreement shall be deemed null
and void.

                                       SECTION THIRTEEN
                                         TERMINATION

        In the event the F.C.C. denies final approval of this agreement, or if no decision of the
F.C.C. has been made within __________ [specify, such as: six] months from the date of filing an
application with the F.C.C. for the transfer of seller's licenses and permits to buyer, then this
agreement shall terminate, unless extended in writing by seller and buyer.

                                     SECTION FOURTEEN
                                  CLOSING DATE AND PLACE

        The closing date for the purchase and sale contemplated in this agreement shall be a date to
be mutually agreed upon no later than the __________ [specify, such as: forty-fifth] day after the
date of approval by the F.C.C. of the transfer and sale. In the event a petition for reconsideration or
other legal action is taken to delay the consummation of such transfer, then the parties shall specify
a different closing date.

       The consummation or closing of this agreement shall take place at the offices of seller at
__________ [address] in the City of __________, County of __________, State of __________, or
such other place mutually agreed upon.

                                        SECTION FIFTEEN
                                           CLOSING

        On the closing date seller will execute and deliver to buyer such documents or instruments
which may be necessary to effectuate this sale and assignment, including but not limited to a
document transferring the F.C.C. operating licenses to buyer. Simultaneously with these acts of
seller, buyer will deliver the promissory note as set forth in SECTION TWO, and any other
documents necessary to carry out the provisions of this agreement. Both parties shall comply fully
with any and all F.C.C. rules and regulations pertaining to this transaction. The final transfers and
assignments contemplated by this agreement shall comply with and be in conformity with the
F.C.C. rules and regulations.

                                   SECTION SIXTEEN
                            ASSIGNMENT; BUYER'S GUARANTEE

       Buyer, without further written consent of seller, may assign all but not part of this
agreement to another person or entity, and if so assigned, __________ (name), will personally
guarantee the full, faithful, and prompt performance of all obligations of buyer in this agreement.

                                     SECTION SEVENTEEN
                                       EARNEST MONEY

        Buyer will deposit a sum equal to __________ percent (__%) of the purchase price with
__________ (name of escrow agent), at __________ [address], to be held in escrow, in a
non-interest bearing account, such sum to be denominated "earnest money" and to be applied
against the purchase price upon the closing of the sale which is the subject matter of this agreement.


       In the event that the sale is not closed due solely to the fault of buyer, then __________
(name of escrow agent), shall pay the earnest money to seller as liquidated damages.

         In the event that the sale is not closed due to the fault of seller, then __________ (name of
escrow agent), shall immediately return such funds to buyer and such action shall not be construed
to limit any of buyer's rights at law or in equity to sue for breach of this agreement.

                                      SECTION EIGHTEEN
                                      CORPORATE NAME

        Seller agrees to change the corporate name of __________ [seller's corporate name] to a
dissimilar name as soon after closing date as possible and subject to the approval of the
__________ [title of officer, such as: Secretary of State] of the State of __________.

                                      SECTION NINETEEN
                                       BULK SALES ACT

       Seller will comply with any applicable Bulk Sales Act as may be required.

                                     SECTION TWENTY
                                   BROKER'S COMMISSIONS

        Seller shall pay all broker's commissions due as a result of this transaction and buyer has
retained no broker.

                                    SECTION TWENTY-ONE
                                   SPECIFIC PERFORMANCE

        Property and rights to be transferred to buyer under this agreement are unique and buyer
shall be entitled to specific performance of the covenants contained in this agreement.

                                    SECTION TWENTY-TWO
                                          CAPTIONS
        The captions and headings of this agreement are for convenience only and do not limit or
fully define the scope of any paragraph or section contained within this agreement.

                                   SECTION TWENTY-THREE
                                       SEVERABILITY

        In the event of the legal invalidity of any provision of this agreement such invalidity shall
not affect the enforceability of any other provision.

                              SECTION TWENTY-FOUR
                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        All representations, warranties, covenants and agreements contained in this agreement shall
be true and effective as of the time of closing as though such representations, warranties, covenants,
and agreements were made at and as of such time, and all such representations, warranties
covenants and agreements shall survive the closing.

                                    SECTION TWENTY-FIVE
                                   NOTICES AND ADDRESSES

        All notices, demands and requests required or permitted to be given under the provisions of
this agreement shall be given by registered mail, postage prepaid, addressed as follows:

       To the seller: __________ [name and address]

       To the buyer: __________ [name and address]

                                     SECTION TWENTY-SIX
                                       APPLICABLE LAW

      This agreement shall be construed and enforced in accordance with the laws of the State of
__________.

                                   SECTION TWENTY-SEVEN
                                       PLACE OF SUIT

         Any action at law, suit in equity, or judicial proceeding arising under or for the enforcement
of this agreement shall be brought only in the courts of the State of __________.

                                   SECTION TWENTY-EIGHT
                                     ENTIRE AGREEMENT

        This agreement contains all the terms agreed upon between the parties with respect to the
subject matter of this agreement.

               IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year first set forth above.

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [Name of Company                            ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:


                               Sign: __________________________________

                               Print Name: _____________________________


[SECOND PARTY:]


                               IF BUSINESS ENTITY:

                               [Name of Company                            ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:


                               Sign: __________________________________
Print Name: _____________________________
                                   [Notary Seals, if needed]

[IF BUSINESS ENTITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [Name], whose name as ________________ [Title] of
_____________________ [Name of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF INDIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________


        [Attach Exhibit]

				
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