EXHIBIT 2.3
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated October 6, 1998, by and between
NewPath Communications, L.C., ("Seller") and Teleservices, Ltd., an Iowa
_____________________, ("Buyer").
PREMISES:
A. Seller owns and operates a cable television system serving the community
of Auburn, Iowa (the "System").
B. Seller desires to sell, and Buyer desires to buy, Seller's assets used
in the operation of the System for the purchase price and on the terms and
conditions hereinafter set forth.
AGREEMENTS:
In consideration of the above premises and the covenants and agreements
contained herein, Buyer and Seller agree as follows:
SECTION 1.
DEFINED TERMS
The following terms shall have the following meanings in this Agreement:
1.1 "Assets" means those tangible and intangible assets used in connection
with the System being sold, transferred, and otherwise conveyed to Buyer
hereunder, as specified in detail in Section 2. 1.
1.2 "CATV" means community antenna television.
1.3 "Closing Date" shall be October 31, 1998, or such other date as
mutually agreed between the parties.
1.4 "Contracts" means all subscription agreements and other written
agreements, to which Seller is a party on the date hereof and which relate to
the Assets, or the operation of the System, plus such new agreements as are
entered into by Seller in the ordinary course of business between the date
hereof and the Closing Date and which relate to the System, and minus such
agreements which in the interim have expired or been terminated and minus
Seller's blanket programming affiliation
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agreements.
1.5 "Franchise" means the authorizations relating to the System granted to
Seller by the respective community as identified in Schedule 1 together with any
assignments thereof and any consents of said assignments.
1.6 "Intangible Property" means all easements, right-of-way, and other
intangible property required to operate the System.
1.7 "Personal Property" means all of the System's tower equipment,
antennas, earth stations, aboveground and underground cable, distribution
systems, headend building electronics and line amplifiers, and related
equipment, plant and other tangible personal property which are owned or leased
by Seller and used on the date hereof in the conduct of business or operation of
the System, plus such additions hereto and deletions therefrom arising in the
ordinary course of business between the date hereof and the Closing Date.
1.8 "Real Property" means all of the real property leased by Seller and
utilized in the operation of the System.
SECTION 2.
SALE AND PURCHASE OF ASSETS
2.1 Agreement to Sell and Buy. Subject to the terms and conditions set
forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and
clear of any liabilities, liens, conditions or encumbrances for the System
described as follows:
(a) The Franchises and Intangible Property attached as Schedule 1;
(b) The Real and Personal Property set forth in Schedule 2;
(c) The Contracts set forth in Schedule 3;
(d) All subscriber and customer lists relating to the System in
Schedule 4;
(e) All of Seller's information, technical information and data, maps,
plans, and records relating to the operation of the System, including
executed copies of the Contracts and filings with the Franchising
Authorities; and
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(f) Copies of all books and records relating to the operation of the
System, including those required to be kept by the Franchising Authorities.
2.2 Purchase Price and Payment. The Purchase Price shall be $65,320.00 as
adjusted pursuant to Section 2.3. The Purchase Price shall be paid by Buyer to
Seller at Closing Date by wire transfer of funds to such account as may be
designated by Seller to Buyer in writing.
2.3 Adjustments to the Purchase Price - Prorates.
A. The Purchase Price shall be increased by an amount equal to all
prepaid expenses as agreed by the parties as of the Closing Date.
B. The Purchase Price shall be reduced by an amount equal to all
prepaid customer cable television subscription fees and charge, as of the
Closing Date.
C. The Purchase Price shall be reduced by an amount equal to accrued
franchise fees and accrued real or personal property taxes and sales taxes
due for the System that are related to the period ending on the Closing
Date that have not been paid by Seller.
D. Subscribers whose bills for cable service are past due by sixty
(60) days or more shall not be counted in arriving at the total number of
paying subscribers.
E. The Purchase Price shall be increased by an amount equal to ninety
percent (90%) of all Accounts Receivable from subscribers being served by
the System as of the Closing Date, which are not more than sixty (60) days
past due.
F. The Purchase Price shall be reduced by $710 for subscriber
shortfall of less than 92 subscribers.
One (1) day prior to the Closing Date, the parties will confer and arrive
at a good faith estimate of the adjustments provided for herein, and the balance
of Purchase Price to be paid at the Closing Date shall be adjusted accordingly.
Within sixty (60) days after each Closing Date, the parties will resolve any
remaining adjustments.
2.4 Assumption of Liabilities and Obligations. As of 11:59 p.m. of the
Closing Date, Buyer shall assume and agree to pay, discharge and perform, when
due, (a) all the obligations and liabilities of Seller under the Franchises
insofar as they relate to the time period after the Closing Date and arise out
of events occurring after the Closing Date, (b) all of Seller's obligations for
future performance and delivery of service to subscribers to the System, (c) all
obligations and liabilities arising out of events occurring after the Closing
Date related to Buyer's ownership of the assets or its operation of the System
after the Closing Date and (d) an obligation to provide complimentary
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service under the conditions and to those set forth in Schedule 5. All other
obligations and liabilities of Seller shall remain and be the obligations and
liabilities of Seller.
Buyer shall not be liable for and does not assume any liabilities or obligations
of Seller, except as set out hereunder. If Buyer incurs any costs, fees, or
other expenses with respect to any liabilities or obligations of Seller, not
specifically assumed by Buyer, Buyer will be entitled to indemnification
pursuant to Section 9 hereof.
SECTION 3.
REPRESENTATIONS AND WARRANTEES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Organization, Standing and Authority. Seller is a limited liability
company, duly organized, validly existing and in good standing under the laws of
the State of Iowa. Seller has all requisite organizational power (i) to own,
operate, lease, and use the Assets as presently owned, operated, leased and
used, (ii) to conduct its business of operating the System as presently
conducted, and (iii) to execute, deliver, and perform its obligations under this
Agreement and the documents contemplated hereby according to their respective
terms.
3.2 Authorization and Bind Obligation. The execution, delivery, and
performance of this Agreements by Seller have been duly authorized by all
necessary organization action on the part of Seller. This Agreement has been
duly executed and delivered by Seller and constitutes a legal, valid, and
binding obligation of Seller enforceable against Seller in accordance with its
terms.
3.3 Franchise. Schedule 1 contains the Franchise issued. Seller has
complied in all material respects with the Franchise.
3.4 Title to and Condition of Personal Property/Leased Property Utilized.
Schedule 2 contains descriptions of all material Personal Property used by
Seller to conduct the business and operation of the System as now conducted and
real property used in the operation of the System which is subject to a lease
agreement. Such lease is assignable and Seller is not in default on such lease
and has complied with all obligations thereunder.
3.5 Contracts. Schedule 3 contains descriptions of all the Contracts except
for subscriptions or converter rental agreements and deposits with subscribers
for the cable services provided by the System in the ordinary course of business
and which may be canceled by the System without penalty on not more than ninety
(90) day notice.
3.6 Schedules. The Schedules, attached hereto, list all material Assets
used or useful for the performance of any Contract to be assumed by Buyer and
for the lawful conduct of the System
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operation. The parties may agree to defer completion of certain Schedules until
any time prior to closing. All Schedules to this Agreement are substantially
true, accurate and complete in all material respects.
3.7 No Breach or Violation. The execution, delivery and performance of this
Agreement will not, subject to obtaining those approvals and consents described
in Schedule 1, result in: (1) a material breach or violations by Seller of, or
(2) constitute any material default by Seller under, or (3) create or impose any
security interest upon any of the assets pursuant to, any Franchise, statute,
ordinance, rule, regulation, agreement, instrument or order to which Seller is a
party or by which Seller is bound.
3.8 Title to Assets. Seller has title to the Assets, free and clear of any
liens, encumbrances or any other interest to secure payment or performance of an
obligation, or which retains or reserves such an interest for such purposes.
3.9 Required Consents. Seller has, or will have as of the Closing Date,
obtained all governmental franchises, approvals, licenses, consents and other
authorizations, and has, or will have as the Closing Date, entered into all
other agreements and obtained all other approvals and consents necessary and
required for Buyer to operate the System and to own, lease, use and operate, as
the case may be, the Assets at the places and in the manner in which such System
is presently operated and operated on the Closing Date (collectively, the
"Required Consents"), unless Buyer agrees that any Required Consents need not be
obtained until after the Closing Date. All Required Consents are set forth on
Schedule 1. Buyer agrees to cooperate in obtaining the Required Consents to the
transfer of all governmental franchise, approvals, licenses, consents, and other
authorizations.
3.10 Franchise and Intangible Property. Except as described below,
Franchises, easements and other intangibles required to operate the system are
currently in full force and effect and are valid in all material respects under
all applicable federal, state and local laws. Seller is not in violation or
default in any material respect under any Franchise or other agreement. There is
no legal action, governmental proceeding or investigation pending or, to
Seller's knowledge, threatened, for the purpose of modifying, revoking,
terminating, suspending, canceling or reforming any Franchise or other
agreement. Seller is in substantial compliance with other requirements of all
governing or regulatory authorities (including the Federal Communications
Commission ("FCC")) relating to the Franchise or other agreements, including
without limitation, all requirements relating to notifications, filing,
reporting, posting and maintenance of logs and records.
3.11 FCC and Copyright Compliance. Seller is duly authorized under
applicable CATV Instruments and FCC rules, regulations and orders to distribute
the signals presently being carried to the subscribers of its System and has all
required licenses for the operation of all facilities. The operation of the
System is in substantial compliance with the FCC's rules and regulations, and
Seller has received no notice and has no reason to know of any claimed default
or violation with respect to the foregoing. Seller has filed all required
reports with the FCC. Seller has made all requisite filings and payments with
the Register of Copyrights and is otherwise in substantial compliance with all
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applicable benchmark rules and regulations of the Copyright Office. Up to 20
days after the execution of this Agreement, the Buyer shall have the right to
conduct a physical and technical inspection of the system and shall have the
right to conduct any tests to ensure that the System is in compliance with FCC
rules, regulations and orders.
3.12 Condition of Equipment. The Equipment was constructed, installed,
operated, and maintained in a proper manner, and is free from defects of
workmanship or material in light of its age and the use of which it has been
put. Seller's Assets are suitable for continued use in the manner in which they
are presently operated without the need for any substantial repairs or
replacement.
3.13 Legal and Governmental Proceeding. Seller is not subject to any order
of any court, government authority or agency, and there are not legal actions or
governmental proceedings or investigations pending or, to the best of Seller's
knowledge, threatened either or compel Seller to make any change in the
character or location of any of the assets or otherwise affecting the Assets of
the System.
3.14 Employment Matters. Seller has complied in all material respects with
all applicable laws relating to the employment of labor, including, without
limitation, the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and those relating to wages, hours, collective bargaining,
unemployment insurance, worker's compensation, equal employment opportunity and
the payment and withholding of taxes.
Buyer is not required to continue any defined benefit, defined
contribution, or other employee benefit plan subject to the jurisdiction of
ERISA to which Seller is currently a party.
3.15 Overbuilds. No area presently served by the System is presently
subject to or threatened to be subject to any overbuild situation. To the best
of Seller's knowledge, no person or entity other than Seller has been granted or
has applied for a CATV franchise in any of the communities in the area presently
served by the System.
3.16 Information on the System.
A. As of the Closing Date, the System will have a minimum of 92
subscribers.
B. Schedule 6 lists the rates charged to subscribers for each class of
service for the System.
C. Schedule 7 lists the television broadcast signals and other
programming carried by each separate System as of the date of this
Agreement.
3.17 Tax Proceedings. No deficiencies have been assessed against Seller on
the System by any federal, state or local tax authorities and Seller is unaware
of any tax audits by any federal, state or
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local tax authorities pertaining to the System. Seller has duly and timely filed
in proper form all federal, state and local income, franchise, sales, use,
property, excise, payroll and other tax returns and all other reports (whether
or not relating to taxes) required to be filed by law with all governmental
authorities. All taxes, fees and assessments of whatever nature due or payable
by Seller pursuant to such returns, reports of otherwise, have been paid other
than accrued property taxes that have been credited against the Purchase Price.
3.18 Compliance with Laws. To the best of Seller's knowledge, it has
complied in all material respects with (i) the terms of each Franchise, and (ii)
all applicable federal, state, and local laws, rules, regulations and
ordinances.
3.19 Absences of Liabilities. Seller has not with respect to the System:
(a) incurred any obligations or liability (absolute or contingent)
except current liabilities incurred, and obligations under Contracts
entered into which are listed in Schedule 3 hereto, all in the ordinary
course of business of the System;
(b) mortgaged, pledged or subjected to lien, charge or any other
encumbrance (except for such encumbrances that will be extinguished before
or on the Closing Date), any of its assets, tangible or intangible
(excluding the current real and personal property taxes not yet due and
payable); or
(c) entered into any transactions (other than this Agreement) other
than in the ordinary course of business.
3.20 Environmental Matters. Seller is in compliance with all applicable
federal, state and local laws and regulations related to the environment, health
and safety (the "Environmental Laws") on properties utilized by the System.
Seller has not stored, treated, or disposed of hazardous wastes, substances or
materials on System leased or owned property, except in compliance with
applicable Environmental Laws.
3.21 Franchise. The Franchise will be assigned to the Buyer on the Closing
Date.
3.22 No Change in Policy. Seller warrants that there has been no change in
the business practice or policies of Seller during the last six months with
regard to subscriber disconnects, acceptance of partial payments, or sales
incentives and discounts unless otherwise disclosed.
3.23 Seller Indemnification. Seller will indemnify, and hold Buyer harmless
from, any claims, taxes, liabilities, or causes of action, whether known or
unknown, which occur prior to the Closing Date, or which are not assumed by
Buyer.
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SECTION 4.
REPRESENTATIONS AND WARRANTEES OF BUYER
Buyer represents and warrants to Seller as follows:
4.1 Organization, Standing and Authority. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Iowa. Buyer has all necessary corporate power to execute, deliver, and perform
this Agreement and the documents contemplated hereby according to their
respective terms.
4.2 Authorization and Binding Obligation. The execution, delivery, and
performance of this Agreement by Buyer have been duly authorized by all
necessary corporate action on the part of the Buyer. This Agreement constitutes
a legal, valid, and binding obligations of Buyer, enforceable against Buyer in
accordance with its terms.
SECTION 5.
PRE-CLOSING COVENANTS OF SELLER
5.1 Pre-Closing Covenants. Seller covenants and agrees that between the
date hereof and the Closing Date, expect as contemplated by this Agreement or
with prior written consent of Buyer, Seller will operate the System in the
ordinary course of business and consistent with its past practices. Seller shall
provide Buyer and its authorized representatives reasonable books, records,
franchise agreements, contracts and documents, the most recent maps relating to
the System and such other information as reasonably request by Buyer. Seller
will use it best efforts to preserve Seller's business organization intact, and
to preserve for Buyer the goodwill of its suppler, subscribers, and others
having business relations with it; and there shall be no material changes in any
contracts or commitments, nor shall any new contracts or commitments be entered
into extending beyond the Closing Date without the written consent of Buyer,
except for those contracts and commitments involving the sale of services and
purchases of materials and supplies in the ordinary course of business.
5.2 Maintenance of Insurance. Seller shall maintain in full force and
effect up to an including the Closing Date its existing insurance policies
related to the System and shall provide Buyer with a list of its insurance
coverage and related costs. Buyer shall provide its own coverage for insurance
after the Closing Date.
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SECTION 6.
SPECIAL COVENANTS AND AGREEMENTS
6.1 Consents.
A. Seller and Buyer shall cooperate and make reasonable efforts to
obtain the Franchise Authority's consent to transfer the Franchise and
Contracts for the System prior to the Closing Date.
B. Buyer shall, at Seller's request, promptly furnish Seller with
copies of such documents and information as Seller may reasonably request
in connection with obtaining any consent to the transaction contemplated by
this Agreement.
6.2 Taxes, Fees, and Expenses. Seller shall pay all sales, use, income,
transfer, purchase, recording and documentary taxes and fees, if any, arising
out of the transfer of the Assets pursuant to this Agreement. Except as
otherwise provided in this Agreement, each party shall pay its own expenses
incurred in connections with the authorization, preparation, execution and
performance of this Agreement.
6.3 Brokers. Buyer and Seller each represents and warrants that it has not
incurred any liability for any finders' or brokers' fees or commissions in
connection with the transaction contemplated by this Agreement.
6.4 Confidentiality. Each party hereto will keep confidential the content
and subject matter of this Agreement and any information which obtained from the
other part in connection with the transaction contemplated hereby and which is
not readily available to member of the general public.
6.5 Cooperation. Buyer and Seller shall cooperate fully with each other in
connection with any actions required to be taken as a part of their respective
obligations under this Agreement. Following the Closing Date, Buyer and Seller
shall continue to cooperate to effectuate a smooth transaction of service and to
maintain data integrity (including billing records) and customer relations.
6.6 Risk of Loss. The risk of any loss, damage or destruction of any of the
Assets from any cause whatsoever shall be borne by Seller at all times prior to
the completion of the Closing, and thereafter, by Buyer.
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SECTION 7.
CLOSING DELIVERIES
7.1 Deliveries by Seller. Prior to or on the Closing Date, Seller shall
deliver to Buyer the following:
A. Transfer Documents. A xxxx of sale, assignments and other transfer
documents which shall be sufficient to vest in Buyer all rights, title and
interest to the Assets in the name of Buyer, free and clear of all
mortgages, liens, encumbrances, and claims except as permitted in this
Agreement;
B. Consents. A copy of the Consent of the Franchise Authority to
transfer the Franchise, Headend Site Lease, as well all other required
consents shall be obtained by Seller prior to Closing, including the
execution of new contracts between Buyer and each provider for all existing
channels;
C. Officer's Certificate. A certificate, dated the Closing Date,
executed by an Officer of Seller, certifying: (i) that the representations
and warranties of Seller contained in this Agreement are true and complete
in all material respects as of the Closing Date, except for changes
contemplated by this Agreement; and (ii) that Seller has, in all material
respects, performed all of its obligations and complied with all of its
covenants set forth in this Agreement to be performed and complied with
prior to or on the Closing Date; and (iii) Seller has the corporate
authority to enter into this Agreement
D. Subscriber Reports. A true and complete copy of all customers lists
and all subscriber records.
E. UCC Searches. Seller shall deliver UCC searches from the relevant
county and state public records dated no more than 10 days prior to
closing, showing any liens or encumbrances against the assets. If any liens
or encumbrances do appear on the UCC searches, Seller shall deliver
appropriate releases or termination statements to Buyer at Closing.
7.2 Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall
deliver to Seller the following:
A. Purchase Price. The Purchase Price as provided for in Section 2.2
and 2.3.
B. Assumption Agreements. Appropriate assumption agreements pursuant
to which Buyer shall assume and undertake to perform Seller's obligations
under the Franchises, Contracts and Leases for the System as listed on
appropriate Schedules.
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C. Officer's Certificate. A certificate, dated as of the Closing Date,
executed by an Officer of Buyer, certifying (i) that the representations
and warranties of Buyer contained in this Agreement are true and complete
in all material respects as the Classing Date, and (ii) that Buyer has, in
all material respects, performed all of its obligations and complied with
all of its covenants set forth in this Agreement to be performed or
complied with on or prior to the Closing Date; and
D. Resolutions. A copy of a corporate resolution evidencing corporate
authority to enter into and perform this Agreement.
SECTION 8.
RIGHTS OF BUYER AND SELLER ON TERMINATION OR BREACH
8.1 Termination Rights. This Agreement may be terminated upon written
notice as specified below:
A. If on the Closing Date any of the conditions precedent to the
obligations of the parties set forth in this Agreement have not been
satisfied by the responsible party or waived in writing by the party for
whose benefit the condition is imposed, the latter can terminate this
Agreement.
B. If on the Closing Date a party is unable to make the deliveries set
forth herein and such deliveries are not waived in writing by the party for
whose benefit the condition is imposed, the latter may terminate this
Agreement.
C. If on the Closing Date, all or part of the System is not operable,
the Buyer may terminate this Agreement;
D. If on the Closing Date, all material agreements and covenants of a
party have not been fulfilled and the other party has not waived such
compliance in writing the latter may terminate this Agreement.
E. If on the Closing Date, all material representations and warranties
of a party are not true, the other party may terminate this Agreement;
F. If on the Closing Date, the Buyer has not been able to obtain
programming contracts with current cable channel providers, Buyer may
terminate this Agreement;
G. If on the Closing Date, necessary approvals from the Federal
Communications Commission related to the operation of the System by Buyer
have not been received, Buyer may terminate this Agreement.
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Additionally, either party may terminate the Agreement if on the Closing
Date, there is an action or proceeding to set aside or modify the authorization
of the transaction provided for herein to or enjoin or prevent its
consummations.
SECTION 9.
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES, CROSS-DEFAULT AND INDEMNIFICATION
9.1 Representations and Warranties. All representations and warranties
contained in this Agreement shall be deemed continuing representations and
warranties and shall survive the Closing Date, but all claims made by virtue of
such representations, warranties and agreements shall be made under, and subject
to the limitations set forth in this Section 9.
9.2 Indemnification by Seller.
A. Seller shall indemnify and hold Buyer harmless against and with
respect to, and shall reimburse Buyer for:
1. Any and all losses, liabilities or damages resulting from an
untrue representation, breach of warranty or nonfulfillment of any
covenant by Seller contained herein or in any certificate, document or
instrument delivered to Buyer hereunder;
2. Any and all obligations of Seller not assumed by Buyer
pursuant to the terms of this Agreement;
3. Any and all losses, liabilities or damages resulting from or
related to Seller's operation or ownership of the System prior to the
Closing Date; and
The indemnity shall include providing attorney fees and costs to Buyer as
required to enforce terms of the indemnity.
9.3 Indemnification by Buyer.
A. Buyer shall indemnify and hold Seller harmless against and with
respect to, and shall reimburse Seller for:
1 . Any and all losses, liabilities or damages resulting from any
untrue representation, beach of warranty or non fulfillment of any
covenant by Buyer obtained herein or in any certificate, document or
instrument delivered to Seller hereunder; and
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2. Any and all losses, liabilities or damages resulting from
Buyer's operation or ownership of the System on and after the Closing
Date, including any and all liabilities and obligations assumed by
Buyer pursuant to Section 2.4 above
The indemnity shall include providing attorney fees and costs to
Seller as required to enforce terms of the indemnity.
9.4 Further Assurances. At any time and from time to time after the Closing
Date, Seller will, upon the request and at the expense of Buyer, do, execute,
acknowledge and deliver or will cause to be done, executed, acknowledged and
deliver, all such further acts, deeds, assignments, transfer, conveyance, powers
of attorney or assurances as may be reasonably required for better assigning,
transferring, granting, assuring and confirming to Buyer, or for aiding and
assisting in the reduction to possession by Buyer, any of the assets purchased
pursuant to this Agreement.
SECTION 10.
REMEDIES
In addition to the rights of termination listed in Section 8 and the
indemnification rights in Section 9, the parties shall have all other rights and
remedies available under law including specific performance.
SECTION 11.
MISCELLANEOUS
11.1 Notices. All notices, demands, requests required or permitted to be
given under the provision of this Agreement shall be (i) in writing, (ii)
delivered by personal delivery, or sent by commercial delivery service or
registered or certified mail, return receipt requested, (iii) deemed to have
been given on the date of personal delivery or the date set forth in the records
of the delivery service or on the return receipt, and (iv) addressed as follows:
If to Seller:
Xxx X. Xxxxxxx
00000 Xxxxxx Xxxxxx
Xxxx. 0
Xxx Xxxxxx, XX 00000
If to Buyer:
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11.2 Benefit and Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successor and permitted assigns.
11.3 Governing Law. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of Iowa.
11.4 Entire Agreement. This Agreement, all schedules hereto, and all
documents and certificates to be delivered by the parties pursuant hereto
collectively represent the entire understanding and agreement between Buyer and
Seller with respect to the subject matter hereof. All Schedules attached to the
Agreement shall be deemed part of this Agreement and incorporated herein, where
applicable, as if fully set forth herein.
11.5 Construction. The enforceability or invalidity of any paragraph or
subparagraph of this Agreement shall not effect the validity of this Agreement.
This Agreement shall be subject to interpretation of the laws of the State of
Iowa.
11.6 Allocations of Purchase Price. On the Closing Date, Buyer and Seller
shall mutually agree to an allocation of the Purchase Price between all the
Assets.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
Representatives of Buyer and Seller as of the date first written above.
SELLER: BUYER:
NewPath Communications, L.C. Teleservices, Ltd.
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
------------------------------- -----------------------------------
Its: President Its: President
------------------------------- -----------------------------------
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