(Exhibit 10.1)
▇▇▇▇ OF SALE AND ASSIGNMENT
▇▇▇▇ OF SALE AND ASSIGNMENT ("▇▇▇▇ of Sale"), dated as of February 4,
1999, between MAC Holdings (America) Inc., a Delaware corporation (the
"Seller"), and ZD Inc., a Delaware corporation (the "Buyer").
WHEREAS, the Seller is the sole member of and owns the entire interest
(the "Interest") in ZDTV LLC, a Delaware limited liability company (the
"Company");
WHEREAS, the Company owns ZDTV, a 24-hour cable television channel and
integrated Web site focused on computers, technology and the Internet, which has
been developed and operated by the Buyer pursuant to a License and Services
Agreement, dated as of July 28, 1997 and amended December 31, 1998 (the
"Services Agreement");
WHEREAS, under the Services Agreement the Buyer had an option
exercisable through January l5, 1999 to purchase all of the Seller's interest in
ZDTV for an amount equal to the total amount of the Seller's cash investment in
the Company plus 10% per annum for the period of such investment; and
WHEREAS, on January 15, 1999 the Buyer gave notice of its election to
exercise such option and purchase the Interest from the Seller;
NOW, THEREFORE, for good and valuable consideration paid by or on
behalf of the Buyer, the receipt and sufficiency of which are hereby
acknowledged and confessed by the Seller:
1. Assignment and Sale of Assets
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The Seller does hereby sell, transfer, assign, convey and deliver to
the Buyer, its successors and assigns, all of the Seller's right, title and
interest in the Interest, free and clear of all liens, encumbrances, equities or
claims.
2. Purchase Price
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The purchase price for the Interest is $81,450,000, of which
$32,827,000 shall be paid promptly after this date by wire transfer of
immediately available funds to the specified bank account of the Seller and
$48,623,000 has been paid by cancellation of the Seller's obligation to
reimburse the Buyer such amount pursuant to the Services Agreement. In addition,
Buyer shall provide funding for the operations of the Company for the period
after December 13, 1998 through this date without any obligation of
reimbursement by the Seller.
3. Representations and Warranties of the Seller
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The Seller hereby represents and warrants to the Buyer as follows:
(a) Organization. The Seller is duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) Authority. This ▇▇▇▇ of Sale has been duly authorized, executed
and delivered by the Seller and constitutes a valid and binding instrument
enforceable against the Seller in accordance with its terms and does not
conflict with any agreement, contract or commitment by which the Seller is
bound (other than agreements, contracts or commitments entered into by the
Buyer or the Company under the Buyer's management).
(c) No Governmental Consents. No notice to, filing with, or
authorization, consent or approval of any governmental authority, domestic
or foreign, is required for the consummation by the Seller of the
transactions contemplated by this ▇▇▇▇ of Sale, except notification under
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act which has been made.
(d) Title to Assets. The Seller has good and valid title to the
Interest, free and clear of all liens, encumbrances, equities or claims.
The execution of this ▇▇▇▇ of Sale and any other documents of transfer to
be executed and delivered by the Seller to the Buyer are sufficient to
convey to the Buyer good and valid title to the Interest, free and clear of
all liens, encumbrances, equities or claims.
4. Further Assurances
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The Seller agrees, at any time and from time to time after the date
hereof, upon the request of the Buyer, to do, execute, acknowledge and deliver,
or to cause to be done, executed, acknowledged and delivered, all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required for the better assigning, transferring,
conveying, and confirming to the Buyer, or to its successors and assigns, or for
the aiding, assisting, collecting and reducing to possession of, any or all of
the Interest.
5. Successors and Assigns
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This ▇▇▇▇ of Sale shall bind and inure to the benefit of each of the
Seller and the Buyer and their respective successors and assigns.
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6. Applicable Law
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This ▇▇▇▇ of Sale shall be governed by, and construed in accordance
with, the laws of the State of New York, and the delivery and possession of all
intellectual property sold hereunder shall occur in New York.
7. Counterparts
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This ▇▇▇▇ of Sale may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this ▇▇▇▇ of Sale
and Assignment to be executed by their duly authorized representatives as of the
date first above written.
MAC HOLDINGS (AMERICA) INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇, President
ZD INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
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