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CABLE SYSTEM ACQUISITION AGREEMENT
THIS CABLE SYSTEM ACQUISITION AGREEMENT (the "Agreement") is
made and
entered into as of the ____ day of March 2005 by and between
Multiband
Corporation a Minnesota corporation (the "Buyer"), and
Ultravision, Inc. a New
Jersey corporation (the "Seller").
WITNESSETH
WHEREAS, the Seller owns, operates and maintains cable
television systems
serving residents of the apartment complexes identified on the
attached Exhibit
A (the "Properties"); and
WHEREAS, the Seller entered into Rights of Entry Agreements
identified on
the attached Exhibit B with the owners of the Properties (the
"Cable
Agreements"). Exhibit B shall also contain the terms of said
Cable Agreements.
WHEREAS, the Seller has agreed to sell, and the Buyer has agreed
to
purchase (a) all of Seller's equipment used in the operation of
the cable
television system located at the Properties, specifically
including any and all
cable home wiring, the headend (including all satellite dishes
and antennas),
all components and all internal and underground portions of the
distribution
systems (the "Distribution System") located on the Properties as
identified on
Exhibit C (the "Cable Systems") and (b) all of Seller's right,
title and
interest in and to the Cable Agreements and related subscribers,
upon the terms
and conditions hereafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, the parties hereto,
intending to be
legally bound, covenant and agree as follows:
1. Sale and Purchase of Cable Agreements and Cable Systems.
At Closing (as defined below) the Seller shall sell, assign,
transfer, deliver and convey to the Buyer, and the Buyer shall
purchase and
acquire from the Seller, the Cable Agreements and Cable Systems
for a total
purchase price of two hundred fifty thousand dollars ($275,000)
as adjusted in
Paragraph 10 below ("Purchase Price"). This sum shall be payable
as follows:
$25,000 down payment, previously paid, $250,000 cash at closing,
plus or minus
the adjustment, if any, set forth in Paragraph 10 below, as
applicable. The
Purchase Price at Buyer's sole election can be paid to Seller or
to the extent
Seller's has any outstanding liens directly to the lienholders
to the extent
necessary to satisfy said liens, with the balance to the Seller.
The purchase of
the Cable Agreements and Cable Systems shall include all right,
title and
interest Seller owns in the subscribers and related cash flows
generated as a
result of said Cable Agreements. Seller warrants that the Cable
Systems shall be
in normal working condition as of the Closing Date (as defined
herein). Buyer
shall have the opportunity to inspect the Cable Systems prior to
the Closing
Date. Seller shall cooperate with all reasonable requests made
by Buyer in
connection with the performance of such inspection.
Seller agrees to provide Buyer with Bills of Sale in the Form
of
Exhibit D, attached hereto, simultaneously with Buyer's
respective purchases of
the Cable Agreements and Cable Systems.
2. Termination of Rights. On the Closing Date (as defined
herein), Seller
shall sell, transfer, assign and convey all of Seller's rights,
title and
interest in and to (a) the Cable Systems and (b) the Cable
Agreements to Buyer.
3. No assumption of liabilities: Buyer shall not assume any
liabilities of
Seller pursuant to this Agreement other than those obligations
to perform the
Seller's obligations and services under the Cable Agreements
that arise
subsequent to the Closing Date.
4. Representations, Warranties and Covenants of the Seller. The
Seller
represents and warrants to Buyer as follows:
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a. The Seller is validly existing and in good standing under
the
laws of the State of New Jersey and has all requisite power and
authority to own
the Cable Systems.
b. The execution, delivery and performance of this Agreement by
the
Seller have been duly and validly authorized. When duly and
validly executed and
delivered by Seller, this Agreement shall constitute the valid
and binding
agreement of the Seller, enforceable against Seller in
accordance with its
terms.
c. The Seller owns the Cable Agreement and Cable Systems and has
the
full right, power and authority to sell, transfer, assign and
convey the Cable
Agreements and Cable Systems to the Buyer. The Cable Systems are
in good working
order and do not require any modification, upgrade or repair by
Buyer to provide
video services as they are currently being provided to Seller's
subscribers.
d. Seller shall deliver the Cable Agreements and Cable Systems
to
Buyer free and clear of any liens or encumbrances at time of
transfer, including
any tax liens.
e. There is no litigation, action, suit or proceeding pending
or, to
the best of Seller's knowledge, threatened against or relating
to the Cable
Systems.
f. Exhibit "C" contains a true and complete list of the
equipment
and other tangible property included in the Cable Systems.
g. The Cable Agreements are in full force and effect and Seller
is
not in breach or default of any terms or conditions thereunder,
and no event has
occurred that if notice was delivered, would constitute a breach
or default
under the terms of the Cable Agreement, including any payments
of commissions or
revenue shares to Landlords.
h. Seller is aware of no facts and has not received any notice
or
other communication from any person stating or alleging that
Seller is not in
compliance in any materi
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