Exhibit 10.1
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT "Agreement"), dated as of January28, 2002,
between Colorado Community Broadcasting, Inc. ("Seller"), and Mako
Communications, LLC, a Texas limited liability company ("Buyer").
R E C I T A L S:
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WHEREAS, Seller holds a certain license issued by the Federal
Communications Commission ("FCC") for the operation of commercial low power
television station, specifically, W67AP, Rock Harbor, Florida ("Station");
WHEREAS, Seller desires to assign such license to Buyer, and Buyer
desires to acquire such license, upon the terms and subject to the conditions
herein set forth; and
WHEREAS, the assignment of the license for the Station is subject to
the prior approval of the FCC;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Seller and Buyer agree as follows:
ARTICLE 1 TERMS OF TRANSACTION
1.1 Assets to be Transferred. At the Closing, and on the terms and subject of
the conditions set forth in this Agreement, Seller shall sell, assign,
transfer, deliver and convey to Buyer, and Buyer shall purchase from
Seller, the license for the Station.
1.2 Purchase Price and Payment. In consideration of the transfer by Seller to
Buyer of the license, Buyer shall pay to Seller the aggregate purchase
price of $25,000.00 ("Purchase Price"). The Purchase Price shall be paid to
Seller on the Closing Date.
ARTICLE 2 CLOSING
2.1 Closing; Closing Date. The closing of the transactions contemplated hereby
(the "Closing") shall occur on the day after grant by the FCC of consent to
the transfer of the license form Seller to Buyer. Such consent shall take
the form of the approval of the parties' joint FCC form 345 application.
The date on which the Closing is required to take place is herein referred
to as the "Closing Date".
At the Closing, each of the parties hereto shall make the following
deliveries or such deliveries in substitution therefore as are satisfactory to
the indicated recipient:
2.2 Deliveries by Seller.
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(1) Seller shall deliver to Buyer a General Conveyance, Bill of Sale and
Assignment and Assumption Agreement substantially in the form of
Exhibit A ("Bill of Sale").
(2) Seller shall deliver notice to the Escrow Agent to deliver the Escrowed
Funds to Seller.
(3) Seller shall deliver to Buyer a letter addressed to the Commission
notifying the Commission of the transfer of the license to Buyer.
2.3 Deliveries by Buyer.
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(1) Buyer shall deliver to Seller the Purchase Price, minus the Escrowed
Funds.
(2) Buyer shall deliver to Seller the Bill of Sale.
(3) Seller shall deliver notice to the Escrow Agent to deliver the Escrowed
Funds to Seller.
ARTICLE 3 WARRANTIES OF SELLER
Seller represents and warrants to Buyer that:
3.l Authority Relative to this Agreement. Seller has full power and authority
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.
3.2 Title to Assets. Seller is the owner of, and has good and indefeasible
title to the license.
3.3 Seller's Knowledge. Seller has no knowledge of any facts or circumstances
the existence or absence of which are reasonably likely to cause the
Commission to deny the Assignment Application.
ARTICLE 4 ADDITIONAL AGREEMENTS
4.1 Commission Consent. Consummation of the Agreement and the performance of
the obligations of Seller and Buyer under this Agreement are subject to the
condition that the Commission shall have given its consent in writing,
without any condition other than in the ordinary course that is materially
adverse to Buyer or Seller, to the assignment of the license to Buyer. In
order to expeditiously obtain FCC consent to the transfer of the license,
Buyer and seller shall each complete their portion of FCC Form 345 within
three days of the execution of this Agreement and Buyer shall promptly file
the completed Form 345 with the FCC. Buyer shall be responsible for paying
all filing fees associated with the filing and processing of Form 345.
4.2 Fees and expenses. Except as otherwise expressly provided in this
Agreement, all fees and expenses, including fees and expenses of counsel,
financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such fee or expense.
4.3 Dismissal of Displacement Application. Seller has informed Buyer that
Seller has filed a displacement application for the Station. Upon execution
of this Agreement, Seller shall immediately dismiss any displacement
applications filed for the Station and shall immediately provide Buyer with
a copy of such request for dismissal.
4.4 Escrow Agreement. Upon execution of this Agreement, Buyer shall deliver to
Mr. Jimmy Joint ("Escrow Agent"), the sum of $5,000.00 ("Escrow Funds").
Escrow Agent shall hold such funds until such time as he receives identical
instructions from both parties as to whom such funds should be delivered.
4.5 On Air Signal. Buyer shall put the Station on the air prior to January 24,
2002.
ARTICLE 5 TERMINATION
5.1 Termination. This Agreement may be terminated and the transaction
contemplated hereby abandoned at any time prior to the
Closing in the following manner:
(a) by the FCC's Order denying consent to assign the license for the Station to
the Buyer; or
(b) by Seller, if Buyer shall have failed to fulfill in any material respect any
of its material obligations under this Agreement; or
(c) by Buyer, if Seller shall have failed to fulfill in an material respect any
of its material obligations under this Agreement.
5.2 Escrow Deposit. If this Agreement is terminated pursuant to 5.1 (a) or (c),
the Escrow Deposit shall be returned to Buyer. If this Agreement is terminated
pursuant to 5.1 (b), the Escrow Deposit shall be delivered to Seller.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this
Agreement to be executed by their duly authorized representatives, all as of the
day and year first above written.
SELLER:
Colorado Community Broadcasting, Inc.
By: /s/ Adelisa Shwayder
Title: Secretary/Treasurer
Date: January 28, 2002
BUYER:
Mako Communications, LLC
By: ___________________________________
Title: __________________________________
Date: __________________________________