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EXHIBIT 10.82
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EXHIBIT 10.82
ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is entered into as of the 1st
day of January, 1996 (the "Effective Date"), by Xxxxxx X. Xxxxxx, an individual
residing in the State of Florida ("Buyer"), World Travelers Network, Inc., a
Florida corporation ("WTN"), World Travelers Network-Miami, Inc., a Florida
corporation ("WTN-Miami"), and Xxxxxx Communications Corporation, a Delaware
corporation ("PCC").
RECITALS
PCC has operated its "World Travelers Network" (the "Business") through
WTN and WTN-Miami, which are wholly-owned subsidiaries of PCC, and desires to
sell to Buyer, and Buyer desires to purchase from PCC, effective as of the
Effective Date, all of the issued and outstanding shares of capital stock of
each of WTN and WTN-Miami, and in connection with such sale to (i) cause WTN
and WTN-Miami to assign their respective accounts receivable to PCC and (ii)
assume all liabilities of WTN and WTN-Miami, in each case as of the Effective
Date, upon the terms and subject to the conditions set forth in this Agreement.
AGREEMENT
1. PURCHASE OF SECURITIES. Buyer hereby purchases and acquires from PCC,
and PCC hereby sells, transfers, assigns and delivers to Buyer, as of the
Effective Date, all right, title and interest in and to all of the issued and
outstanding shares of capital stock of each of WTN and WTN-Miami held by PCC,
consisting of 100 shares of common stock, par value $.01 per share, of WTN and
100 shares of common stock, par value $.01 per share, of WTN-Miami
(collectively, the "Securities"). Upon transfer of the Securities to Buyer in
accordance with the terms of this Agreement, Buyer shall acquire ownership of
the Securities free and clear of any and all debts, liabilities, obligations,
liens or encumbrances of any nature whatsoever, except such as may be created
by the terms of this Agreement.
2. ASSIGNMENT OF RECEIVABLES AND ASSUMPTION OF LIABILITIES. As of the
Effective Date, (i) each of WTN and WTN-Miami hereby sells, transfers and
assigns to PCC all right, title and interest in and to all of its accounts
receivable, and (ii) PCC hereby assumes liability for payment and performance
of all liabilities and obligations of each of WTN and WTN-Miami, in each case
as reflected on their respective books and records. From and after the
Effective Date, neither WTN, WTN-Miami nor Buyer shall have any liability or
responsibility for any liabilities or obligations of either of WTN or
WTN-Miami, the full payment and performance of which are hereby expressly
assumed by PCC.
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3. PURCHASE PRICE. The price payable by Buyer to PCC for the Securities
(the "Purchase Price") is $70,322, payable in cash at the Closing
simultaneously with the execution and delivery of this Agreement. PCC
represents that the Purchase Price is equal to the combined book value of the
assets of WTN and WTN-Miami excluding their accounts receivable and liabilities
as of the Effective Date. If, prior to April 1, 1996, Buyer sells, or agrees
to sell, the Securities or all or substantially all of the assets of either or
both of WTN and WTN-Miami for an aggregate price in excess of $70,322, Buyer
shall pay PCC, upon completion of such sale, the amount of such excess, which
shall be deemed a part of the Purchase Price.
4. CLOSING. The Closing of the transactions described in this Agreement
(the "Closing") shall take place simultaneously with the execution of this
Agreement on a date mutually agreed to by the parties (the "Closing Date") at
the offices of PCC, with all transactions described in this Agreement to be
effective as of the Effective Date. At the Closing, PCC shall deliver or cause
to be delivered to Buyer possession and control of the certificates
representing the Securities and all documents, instruments, files and papers in
PCC's possession which relate to the assets of WTN or WTN-Miami other than
their respective accounts receivable.
5. REPRESENTATIONS AND WARRANTIES OF WTN, WTN-MIAMI AND PCC. Each of WTN,
WTN-Miami and PCC makes the following representations and warranties to Buyer,
each of which is true and correct on the date of this Agreement.
5.1 ORGANIZATION OF WTN AND WTN-MIAMI. Each of WTN and WTN-Miami is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida, and has full power and authority to own, lease
and operate its properties and assets and to carry on its business as it is now
being conducted.
5.2 AUTHORIZATION; ENFORCEABILITY. Each of WTN, WTN-Miami and PCC has
full power and authority to execute, deliver and perform this Agreement and to
complete the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by each of WTN and WTN-Miami have been duly and
validly authorized by all requisite corporate and stockholder action, including
the approval of PCC, and no further authorization, approval or consent is
required in connection therewith. The officer executing this Agreement on
behalf of PCC is duly authorized to do so. This Agreement has been duly
executed and delivered by, and is the legal, valid and binding obligation of,
each of WTN, WTN-Miami and PCC, and is enforceable against each of them in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles.
5.3 SECURITIES. The Securities constitute all of the issued and
outstanding shares of capital stock of each of WTN
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and WTN-Miami, and are duly authorized, validly issued and outstanding.
PCC has good title to all of the Securities and upon the transfer of the
Securities to Buyer pursuant to this Agreement, Buyer shall acquire
good title to the Securities, free and clear of any pledges, liens or
encumbrances of any nature whatsoever. There are no options, warrants or other
rights to acquire any shares of capital stock of WTN or WTN-Miami. The assets
of each of WTN and WTN-Miami constitute, in the aggregate, all of the assets
used in the Business, except for accounts receivable being conveyed to PCC.
6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to PCC that: (i) Buyer has all requisite legal capacity to execute, deliver
and perform this Agreement and to complete the transactions contemplated
hereby; and (ii) this Agreement has been duly executed and delivered by, and is
the legal, valid and binding obligation of, Buyer and is enforceable against
Buyer in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.
7. MISCELLANEOUS.
7.1 NO BROKERS. Neither party has employed or is obligated to any
broker or finder or has incurred or will incur any broker's, finder's, or
similar fees, commissions or expenses in connection with the transactions
contemplated by this Agreement. Any party which breaches this representation
shall indemnify and hold harmless any other party to this Agreement from and
against any loss, claim or damage suffered or incurred by such other party by
reason of such breach.
7.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties relating to the transactions contemplated herein and
supersedes and merges all prior discussions, negotiations and agreements, if
any, among them relating to the subject matter hereof. None of the parties
shall be bound by any oral or written conditions, definitions, understandings,
warranties or representations other than as expressly provided or referred to
herein.
7.3 GOVERNING LAW. This Agreement is a contract made and executed in
the State of Florida and shall be governed by and interpreted in accordance
with the laws of the State of Florida without reference to conflicts of laws
principles.
7.4 WAIVER AND AMENDMENT. Any representation, warranty, covenant, term
or condition of this Agreement which may legally be waived, may be waived or
the time for performance thereof extended at any time by the party entitled to
the benefit thereof, and any term, condition or covenant (including without
limitation the period during which any obligation is to be performed) may be
amended by the parties at any time. Any such waiver, extension or
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amendment shall be evidenced by an instrument in writing executed by an officer
authorized to execute waivers, extensions or amendments. No waiver by any
party, whether express or implied, of its rights under any provision of this
Agreement shall constitute a waiver of such party's rights under such
provisions at any other time or a waiver of such party's rights under any other
provision of this Agreement. No failure by a party to take action against a
breach of this Agreement or default by another party shall constitute a waiver
of the former party's right to enforce any provision of this Agreement or to
take action against such breach or default or any subsequent breach or default
by such other party.
7.5 SEVERABILITY. If one or more provisions of this Agreement is
declared invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect, and the provision held to be
invalid, illegal or unenforceable shall be enforced as nearly as possible
according to its original terms and intent to eliminate such invalidity,
illegality or unenforceability.
7.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors,
heirs and assigns and upon all persons asserting rights under, through or on
behalf of any of the parties to this Agreement.
7.7 NO THIRD PARTY RIGHTS. The provisions of this Agreement are for
the exclusive benefit of the parties hereto, and no other person (including
without limitation any creditor of a party) shall have any right or claim
against any party to this Agreement by reason of those provisions or be
entitled to enforce any of those provisions against any party to this
Agreement.
7.8 COMMUNICATIONS. All notices, requests, payments, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered, or one day after being
deposited with a national overnight delivery service, or three days after being
deposited in the United States mail enclosed in a registered or certified
postage prepaid envelope, return receipt requested, and addressed to the
parties at the addresses set forth at the end of this Agreement, or sent to
such other address as a party may specify by notice to the other party given in
the foregoing manner.
7.9 HEADINGS; COUNTERPARTS. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any provisions of this Agreement. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
7.10 LITIGATION; PREVAILING PARTY. If either party commences an action
against the other to interpret or enforce any
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of the terms of this Agreement or as a result of a breach by the other
party of any of its terms, the prevailing party in such action shall be
entitled to recover from the nonprevailing party reasonable attorneys' fees,
costs and expenses incurred by the prevailing party in connection with such
action.
7.11 REMEDIES CUMULATIVE. No remedy made available by any of the
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
c/o Paxson Communications Corp.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
XXXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx X. Tek
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Xxxxxx X. Tek, Treasurer
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
WORLD TRAVELERS NETWORK, INC.
By: /s/ Xxxxxx X. Tek
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Xxxxxx X. Tek, Treasurer
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
WORLD TRAVELERS NETWORK-MIAMI, INC.
By: /s/ Xxxxxx X. Tek
-----------------------------------
Xxxxxx X. Tek, Treasurer
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
