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:
1
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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
