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EXHIBIT 10.7
PURCHASE AGREEMENT
AGREEMENT entered into this 30th day of October, 1998, by and between
▇▇▇▇▇▇▇ BROADCASTING OF NEW MEXICO, LLC, a Missouri limited liability company
("▇▇▇▇▇▇▇") and ACME TELEVISION OF NEW MEXICO, LLC, a Delaware limited liability
company ("ACME").
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇▇ has entered into a Purchase Agreement with ▇▇▇▇ ▇. and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") dated August 27, 1998 providing for the purchase
by ▇▇▇▇▇▇▇ of certain real property known as 8341 Washington NE, Albuquerque,
New Mexico (the "Property") as modified by a Purchase Agreement Addendum
executed by ▇▇▇▇▇▇▇ on August 31, 1998 and by ▇▇▇▇▇▇▇▇ on August 27, 1998
(collectively, the "Agreement"); and
WHEREAS, ACME desires to purchase the Property from ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
is willing to sell the Property to ACME;
NOW THEREFORE, in consideration of the premises, the parties agree as
follows:
1. ▇▇▇▇▇▇▇ agrees to sell to ACME, and ACME agrees to purchase from
▇▇▇▇▇▇▇, the Property and any and all rights and warranties (the "Related
Rights") acquired by ▇▇▇▇▇▇▇ under the Agreement, except as otherwise
specifically hereinafter set forth.
2. The purchase price payable by ACME to ▇▇▇▇▇▇▇ for the Property
shall be $460,000.
3. The closing on the purchase of the Property by ACME shall occur
at Albuquerque Title Co., Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇.▇., ▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ immediately after ▇▇▇▇▇▇▇' closing with ▇▇▇▇▇▇▇▇,
which is currently scheduled for two o'clock p.m. on November 5, 1998, or at
such other time and place as ▇▇▇▇▇▇▇ and ACME may agree.
4. ▇▇▇▇▇▇▇ and ACME each represent and warrant to the other that it
has no liability for real estate commission or similar obligations relating to
the sale by ▇▇▇▇▇▇▇ to ACME contemplated
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hereby. Each party agrees to indemnify the other from any claims by others
claiming a commission based on claims of having dealt with the indemnifying
party.
5. In the event that any Related Right contained in the Agreement
cannot be conveyed to ACME, then, at ACME's election, ▇▇▇▇▇▇▇ agrees to assert
such Related Right in its own name, including through legal action to recover
damages from ▇▇▇▇▇▇▇▇ with respect thereto. ▇▇▇▇▇▇▇ shall pay any such recovery
to ACME. ACME shall reimburse ▇▇▇▇▇▇▇ for its reasonable costs and expenses with
respect to such recovery, including legal fees.
6. This agreement is intended to compliment and not supersede that
certain Memorandum from ▇▇▇ ▇▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ dated August 14, 1998 and
that certain letter agreement between ▇▇▇▇▇▇▇ and ACME dated September 29, 1998.
7. This agreement may be executed in two or more counterparts, each
of which shall be deemed an original instrument, but all such counterparts shall
constitute but one instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement on the
date first above written.
▇▇▇▇▇▇▇ BROADCASTING OF
NEW MEXICO, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member
ACME TELEVISION OF NEW MEXICO, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President
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