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EXHIBIT 10.7
PURCHASE AGREEMENT
AGREEMENT entered into this 30th day of October, 1998, by and between
XXXXXXX BROADCASTING OF NEW MEXICO, LLC, a Missouri limited liability company
("Xxxxxxx") and ACME TELEVISION OF NEW MEXICO, LLC, a Delaware limited liability
company ("ACME").
WITNESSETH:
WHEREAS, Xxxxxxx has entered into a Purchase Agreement with Xxxx X. and
Xxxxxx X. Xxxxxxxx ("Xxxxxxxx") dated August 27, 1998 providing for the purchase
by Xxxxxxx of certain real property known as 8341 Washington NE, Albuquerque,
New Mexico (the "Property") as modified by a Purchase Agreement Addendum
executed by Xxxxxxx on August 31, 1998 and by Xxxxxxxx on August 27, 1998
(collectively, the "Agreement"); and
WHEREAS, ACME desires to purchase the Property from Xxxxxxx and Xxxxxxx
is willing to sell the Property to ACME;
NOW THEREFORE, in consideration of the premises, the parties agree as
follows:
1. Xxxxxxx agrees to sell to ACME, and ACME agrees to purchase from
Xxxxxxx, the Property and any and all rights and warranties (the "Related
Rights") acquired by Xxxxxxx under the Agreement, except as otherwise
specifically hereinafter set forth.
2. The purchase price payable by ACME to Xxxxxxx 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., 0000 Xxxxxxxxx Xxxx., X.X., Xxxx. 0, Xxxxx 000,
Xxxxxxxxxxx, Xxx Xxxxxx 00000 immediately after Xxxxxxx' closing with Xxxxxxxx,
which is currently scheduled for two o'clock p.m. on November 5, 1998, or at
such other time and place as Xxxxxxx and ACME may agree.
4. Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx agrees to assert
such Related Right in its own name, including through legal action to recover
damages from Xxxxxxxx with respect thereto. Xxxxxxx shall pay any such recovery
to ACME. ACME shall reimburse Xxxxxxx 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 Xxx Xxxxx to Xxxxxxx Xxxxxxx dated August 14, 1998 and
that certain letter agreement between Xxxxxxx 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.
XXXXXXX BROADCASTING OF
NEW MEXICO, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Member
ACME TELEVISION OF NEW MEXICO, LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Executive Vice President
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