ASSET PURCHASE AGREEMENT
Exhibit
10.1(a)
THIS
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 8, 2008 is made
and entered into by and between Pure Play Music Limited a corporation domiciled
in the United Kingdom with registered offices at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxx,
XX0 0XX (company number 05778488) (“Seller”), or its assignees, and Latin
Television, a Nevada corporation with principal offices at 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx #00, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (the
“Purchaser”). As used herein, the term “Parties” shall be used to
identify the Seller and the Purchaser jointly.
WHEREAS:
A. Seller
owns certain assets as listed and described in Exhibit A attached hereto (the
“Purchased Assets”), as well as assets acquired from the commencement of
negotiations to closing, as referenced by the date of execution hereon, that it
desires to sell and transfer to Purchaser in exchange for the Purchaser’s
issuance of certain shares of the Purchaser’s Common Stock (the “Special
Shares”) as more particularly set forth below.
B. The
Seller warrants and represents that it owns and will own at the closing (as
defined herein) all of the Purchased Assets free of any accrued or contingent
mortgages, deed of trust, security interests, claims, and equitable charges that
may be asserted by any third party and that it will convey full and unencumbered
title to the Purchased Assets to the Purchaser at Closing.
C. The
Seller warrants and represents that it is experienced and sophisticated in
business, financial, investment, and tax matters with sufficient skill and
knowledge to undertake the transactions contemplated and described in this
Agreement and evaluate the risks and merits of acquiring the Special
Shares.
D. The
Seller warrants and represents that it has received, prior to this Agreement,
such disclosures regarding the Purchaser, its corporate and financial affairs,
stockholder information, and such other disclosures that has allowed it to make
an informed investment decision and that it has also had a sufficient
opportunity to ask questions of the Purchaser’s management and to receive
answers from the Purchaser’s management regarding all such matters.
E. The
Seller warrants and represents that this Agreement and the transactions
contemplated hereby have been duly approved by the Seller’s Board of
Directors.
NOW,
THEREFORE, in consideration of the foregoing and the mutual representations,
warranties and covenants contained herein, the parties agree as
follows:
ARTICLE
1
PURCHASE AND SALE OF
ASSETS
1.1 Purchase and
Sale. Upon the terms and subject to the conditions of this
Agreement, at the Closing (as defined in Section 3.1), Purchaser shall purchase
from Seller, and Seller shall sell and transfer to Purchaser, all of Seller’s
right, title, and interest in the Purchase Assets (the “Purchased
Assets”). The Purchased Assets consist of all the items listed and
shown on Exhibit A, as
well as after acquired assets to the date of execution
hereon, attached hereto together with the following:
(a) all
equipment, inventory, records, merchandise, customer and vendor contact lists
(regardless of format), computers, marketing lists, marketing materials,
business plans and strategies needed to conduct the business activities of the
City Book Savings business;
(b)
all information, files, books and records, including customer and supplier
lists, relating to or involving the Purchased Assets, regardless of format, and
relating to the business conducted by the Seller (the “Business”);
(c) all
supplies related to the Business, stock in trade, merchandise, goods, supplies
and other products owned by Seller or otherwise under the control of Seller on
the date of Closing;
(d) all
intellectual property rights, whether owned or leased, including, without
limitation, all patents, patent applications, trademarks, registered trademarks,
trademark applications, service marks, registered service marks, service xxxx
applications, tradenames, copyrights, registered copyrights, copyright
applications, trade secrets, confidential information and proprietary know-how
owned and/or used in connection with the Business; (all of the intellectual
property rights to be acquired shall be collectively referred to as the
“Intellectual Property”); and
(e) all
accounts receivable related to the Business.
Purchaser
reserves the right to exclude any of the above described assets from the
Purchased Assets. All of the Purchased Assets shall be transferred to
Purchaser free and clear of all liens, security interests and
encumbrances.
1.1.2 Assumed Liabilities;
Limitation on Assumption. In connection with the purchase and
sale of the Purchased Assets pursuant to Section 1.1 and except for those
liabilities as shown on Exhibit
B, Purchaser shall assume no liabilities and obligations of the
Seller.
ARTICLE
2
CONSIDERATION
2.1 Purchase
Price. In consideration for the transfer of the Purchased
Assets, at the Closing Purchaser shall (a) pay and deliver to Seller (or
Seller’s assignee) the following:
(a) a
duly issued stock certificate registered in the name of the Seller and bearing a
restricted securities legend and representing the sum of thirty
million (30,000,000) shares of the Purchaser’s Common Stock, or no less than 51%
of the post reverse number of Purchasers issued shares of Common
Stock (the “Special Shares” or Purchase Price”).
2.2 Closing. The
closing of the purchase and sale of the Purchased Assets pursuant to Section 1.1
(the “Closing”) shall be held at the offices of the Purchaser at 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxx #00, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 at 11:00 a.m. (local
time) on July 8, 2008 (the “Closing Date”), or at such other place and time as
Purchaser and Seller may mutually agree in writing.
2.3 Deliveries at
Closing. At the Closing, the Parties shall make the deliveries
described below:
(a) Seller
shall deliver, or cause to be delivered, to Purchaser a Xxxx of Sale and
Assignment in the form of Exhibit C hereto properly
executed by Seller;
(b) Purchaser
shall deliver to Seller the following:
(i) the
stock certificate representing all of the Special Shares and registered in the
name of the Seller (or its assignees);
(ii) a
duly executed Action of the Board of Directors of the Purchaser, adopting and
approving the terms of this Asset Purchase Agreement and authorizing and
instructing the officers of the Purchaser to deliver a fully executed copy of
this Asset Purchase Agreement to the Seller as set forth in Exhibit D.
(iii) a
duly executed Action of the Board of Directors electing Xxxx Xxxxxx as director
and chief executive officer of the Purchaser and accepting the immediate
resignation of the Xxxxx Xxxxx as an officer of the Purchaser as set forth in
Exhibit D.
(iv) such
other instruments and documents properly executed by the Seller as are
reasonably necessary, in the opinion of Purchaser, to effect the transactions
described herein.
ARTICLE
3
REPRESENTATIONS AND
WARRANTIES OF SELLER
Seller
represents and warrants to Purchaser as follows:
3.1 Authorization of
Transaction. Seller has full power and authority to execute
and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding
obligation of Seller, enforceable in accordance with its terms and
conditions.
3.2 Broker’s
Fees. Neither Seller nor the Purchaser has any liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
3.3 Consents and
Approvals. The execution, delivery and performance by Seller
of this Agreement and the consummation of the transactions contemplated hereby
require no action by or in respect of, or filing with or notice to, any
governmental or regulatory body, agency or official. Neither the
execution, delivery and performance by Seller of this Agreement, nor the
consummation of the transactions contemplated hereby, will (with or without
notice or lapse of time) (a) violate, conflict with, or result in a breach
of any judgment, order, writ, injunction, decree or award of any court,
governmental or regulatory body, or (b) result in a default (or give rise
to any right of termination, cancellation or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, lease, agreement or other instrument or obligation to which
Seller is a party, or by which the Business or any of the Purchased Assets may
be bound.
3.4 Litigation. To
the best knowledge of Seller, there are no actions, suits, or proceedings
pending or, to Seller’s best knowledge, threatened against Seller, or that
otherwise relate to the Business or the Purchased Assets, before any court,
arbitrator or administrative, governmental or regulatory authority or body and,
to Seller’s knowledge, no event has occurred
or
circumstance exists that may give rise to or serve as the basis for the
commencement of any such action, suit or proceeding. Seller is not subject to
any order, judgment, writ, injunction or decree that relates to the Business or
the Purchased Assets.
3.5 Personal
Property. Seller at Closing will have good and marketable
title to the Purchased Assets, free and clear of all liens and encumbrances, and
(b) all items of equipment, if any, constituting a part of the Purchased Assets
are in good operating condition and repair, ordinary wear and tear excepted, and
reasonably conform to all applicable laws, ordinances and
regulations.
3.6 Taxes. To
the best knowledge of Seller, all tax reports and returns required to be filed
relating to the Business pursuant to any law, rule or regulation have been filed
in a timely manner (taking into account all extensions of due dates), and all
Taxes shown as due thereon have been paid or accrued and reflected on the
financial statements of the Business. No deficiencies for any Taxes
have been asserted in writing against Seller which remain unpaid.
3.7 Employees. Seller
has, with respect to the Business and all employees now or previously employed
in the Business, complied in all respects with all laws, rules and regulations
relating to employment, equal employment opportunity, nondiscrimination,
immigration, wages, hours, benefits, occupational health and safety and plant
closing.
3.8 Customer
List. A complete and accurate list of customers of the
Business is included and listed in Exhibit A attached to this
Agreement. There are no customer prepayments or deposits.
3.9 Accounts
Receivable. The list of Accounts Receivable listed on Exhibit A attached to this
Agreement is a complete list of the Accounts Receivable relating to or arising
out of the Business as of the date shown.
3.10 Intellectual
Property. Except as shown on Exhibit A attached to this
Agreement, to the best knowledge of Seller, Seller has no patents, patent
rights, licenses, trademarks, trademark rights, trade names, trade name rights,
service marks, service xxxx rights, copyrights, web sites or Internet locations
or similar rights, nor require any such rights in connection with the conduct of
the Business as presently conducted. To the knowledge of Seller,
neither Seller nor the Business is infringing or otherwise acting adversely to
the right of any other person under or in respect to, any patent, license,
trademark, trade name, service xxxx, copyright or similar intangible
right.
3.11 Labor
Relations. To the best knowledge of Seller, Seller has
complied in all material respects with all federal and state laws, rules and
regulations relating to the employment of labor, including those related to
wages, hours and payment of withholding and unemployment taxes. Seller has
withheld all amounts required by law or agreement to be withheld from wages or
salaries of its employees and is not liable for any arrearage of wages or any
taxes or penalties for failure to comply with any of the foregoing.
3.12 Compliance. To
the Best knowledge of Seller, Seller has conducted the Business and maintained
the Purchased Assets in compliance with, and not in violation of, applicable
laws, rules, regulations and orders of federal, state and local governments and
regulatory bodies (the “Applicable Laws”). Seller has not received any notice of
any alleged violation of any Applicable Laws, and Seller has all licenses,
permits and consents required to be obtained from federal, state, county or
municipal authorities with respect to the ownership or use of the Purchased
Assets for the operation of the Business. The Seller is not aware of any actions
that it or the Business has taken which could reasonably cause or result in any
claims of any violation of any federal, state, or local environmental laws in
connection with the use or operation of the Purchased Assets or the conduct of
the Business.
3.13 Investment
Representation.
(a) Seller
represents that it is sophisticated and experienced in investment, financial,
and securities matters and that it has had a sufficient opportunity to conduct a
due diligence investigation into the corporate affairs of the Purchaser. Seller
acknowledges that the offering and sale of the Special Shares is intended to be
exempt from registration under the Securities Act by virtue of Section 4(2) of
the Securities Act of
1933, as amended, and that Purchaser’s reliance on such exemption is
predicated on Seller’s representations set forth herein.
(b) Seller
fully understands and agrees that it must bear the economic risk of its
investment for an indefinite period of time because, among other reasons, the
Special Shares have not been registered under the Securities Act of 1933, as
amended or under the securities laws of any states and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless the transaction is or
the Special Shares is subsequently registered under the Securities Act of 1933, as
amended and under applicable securities laws of relevant states or an exemption
from such registration is available. Seller understands that
Purchaser is under no obligation to register the Special Shares on Seller’s
behalf, or to assist Seller in complying with any exemption from such
registration under the Securities Act of
1933.
(c) Seller
has such knowledge and experience in financial and business matters such that
Seller is capable of evaluating the merits and risks of Seller’s investment in
the Special Shares and is able to bear such risks, and has obtained, in Seller’s
judgment, sufficient information from Purchaser or its authorized
representatives to evaluate the merits and risks of such
investment. Seller has evaluated the risks of investing in the
Special Shares and has determined that the Special Shares are a suitable
investment for Seller. Seller can afford a complete loss of the
investment in the Stock, and can afford to hold the investment in the Special
Shares for an indefinite period of time.
(d) Seller
is acquiring the Special Shares subscribed for herein for its own account, for
investment purposes only and not with a view to, or for sale in connection with,
any distribution of the Special Shares within the meaning of the Securities Act of 1933, as
amended, or any rule or regulation under the Securities Act of 1933, as
amended. The Special Shares are not being purchased for subdivision
or fractionalization thereof, and Seller has no contract, undertaking, agreement
or arrangement with any person or entity to sell, hypothecate, pledge, donate or
otherwise transfer (with or without consideration) to any such person or entity
the Special Shares, and Seller has no present plans or intentions to enter into
any such contract, undertaking, agreement or arrangement.
(e) Seller
understands and acknowledges that the Special Shares delivered pursuant to the
terms of this Agreement shall bear the following legend:
"The
Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
neither such Shares nor any interest therein may be offered, sold, pledged,
assigned or otherwise transferred absent registration under the Act or the
availability of an exemption there from.”
Further,
Seller understands and acknowledges that an appropriate stop-transfer order
shall be noted on the records of Purchaser’s transfer agent with respect to the
Special Shares issued pursuant to this Agreement, which stop-transfer order
shall remain in effect with respect to the Special Shares so long as the Special
Shares are subject to the legending requirements set forth above.
3.14 Disclosure. No
representation or warranty or other statement made by Seller in this Agreement
or in any certificates delivered in accordance with this Agreement or otherwise
in connection with the transactions contemplated by this Agreement contains any
untrue statement or omits to stating material fact necessary to make any of
them, in the light of the circumstances in which it was made, not
misleading.
ARTICLE
4
REPRESENTATIONS AND
WARRANTIES OF PURCHASER
Purchaser
represents and warrants to Seller that, as of the date of this
Agreement:
4.1 Organization and
Qualification. Purchaser (a) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada; and (b) has the requisite corporate power to carry on its business
as now being conducted, to own or use the properties and assets that it purports
to own or use and to perform all of its obligations under this
Agreement.
4.2 Corporate
Authorization. The execution, delivery and performance by
Purchaser of this Agreement and the transactions contemplated hereby are within
the corporate powers of Purchaser and have been duly authorized by all necessary
corporate action. This Agreement constitutes a valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its
terms.
4.3 Consents and
Approvals. The execution, delivery and performance by
Purchaser of this Agreement and the consummation of the transactions
contemplated hereby require no action by or in respect of, or filing with, or
notice to any governmental or regulatory body, agency or
official. Neither the execution, delivery and performance by
Purchaser of this Agreement, nor the consummation by Purchaser of the
transactions contemplated hereby, will (with or without notice or lapse of time)
(a) violate, conflict with, or result in a breach of, any provision of the
charters or bylaws of Purchaser or any resolution adopted by the board of
directors or shareholders of Purchaser or any judgment, order, writ, injunction,
decree or award of any court, governmental or regulatory body applicable to
Purchaser or (b) result in a default (or give rise to any right of
termination, cancellation or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, franchise, permit,
lease, agreement or other instrument or obligation to which Purchaser is a
party, or by which its properties may be bound.
4.4 Status of Filings &
Securities Law Compliance. Purchaser has completed a review of
the filings that Purchaser has made with the Securities and Exchange Commission
(the “Commission”) pursuant to Section 13 (the “Periodic Filings”) of the
Securities Exchange Act of 1934 (the “1934 Act”) during the three (3) year
period immediately preceding the date of this Agreement and in that connection
and to the best knowledge of Purchaser, the Purchaser is not aware of any
letters, inquiries, or correspondence from the Securities and Exchange
Commission relating to or involving the Periodic Filings of the Purchaser or any
matters which reasonably could form the basis of any claimed deficiencies or
defects in any of the Periodic Filings. Further and to the best
knowledge of the Purchaser, Purchaser is not aware of any actions, suits, or
proceedings pending or threatened against the Purchaser by the Commission, any
state securities commission, or other governmental or regulatory authority or
body relating to: (i) the Periodic Filings; (ii) the Purchaser’s compliance with
state or federal securities laws; and (ii) the actions of Purchaser with respect
to its public statements, announcements, or press releases. Further to the
Purchaser’s best knowledge, no event has occurred or circumstance exists that
may give rise to or serve as the basis for the commencement of any such action,
suit or proceeding.
4.5 Special
Shares. The Special Shares, as and when issued to Seller at
Closing, will confer all of the rights and privileges set forth in the
Purchaser’s Articles of Incorporation and By-Laws attached hereto as set forth
as exhibits to Purchaser’s filings with the U.S. Securities and Exchange
Commission at xxx.xxx.xxx and the same shall be deemed to be fully paid-for,
validly issued, and non-assessable shares of the Purchaser’s capital stock with
all rights granted to stockholders in accordance with the Nevada General
Corporation Law.
4.6 Absence of
Liabilities. To the best knowledge of Purchaser, and except
for those liabilities listed on
Exhibit E attached to this Agreement or as shown on Purchaser’s most
recent Periodic Filing, there are no liabilities, debts, obligations,
commitments, liens, charges, claims, whether accrued or contingent, to which the
Purchaser is or may become liable or serve as the basis for the commencement of
any action, suit or proceeding against Purchaser. Purchaser is not
subject to any order, judgment, writ, injunction or decree.
4.7 Stockholder List and
Corporate Actions. To the best knowledge of Purchaser, the
Stockholder and Securities List shown on Exhibit F attached to this
Agreement is accurate and complete and there are no outstanding warrants, rights
or options or agreements, understandings, or commitments for the issuance of any
warrants, rights, or options which could reasonably result in the issuance of
the Purchaser’s capital stock (whether preferred or common) at any time on or
after the Closing. Further, to the best knowledge of the Purchaser,
there are no outstanding convertible or exchangeable securities or agreements,
understandings, or commitments for the issuance of any convertible or
exchangeable securities which could reasonably result in the issuance of the
Purchaser’s capital stock (whether preferred or common) at any time on or after
the Closing except as shown on Exhibit F.
ARTICLE
5
COVENANTS
5.1 Operation of the
Business. Except as may otherwise be consented to in writing
by Purchaser, during the period from the date of this Agreement to the earlier
of the Closing Date or the termination of this Agreement pursuant to Article 8
below, Seller shall operate the Business in the ordinary course consistent
with past practice and maintain the Purchased Assets in customary repair,
order and condition, maintain all insurance with respect to such assets in
effect on the date of this Agreement and, in the event of casualty, loss or
damage to any of such assets or properties prior to the Closing Date, either
repair or replace such damaged property or, at Purchaser’s option, transfer the
proceeds of such insurance to Purchaser after the Closing.
5.2 Access. From
the date of this Agreement to the earlier of (a) the Closing Date or (b) the
termination of this Agreement pursuant to Article 8 below, Seller shall afford
the officers, directors, employees, contractors, consultants, agents and other
authorized representatives of Purchaser (collectively “Purchaser Agents”)
reasonable access at reasonable times to the Purchased Assets, and to the books,
records and contracts of the Business. Purchaser may, after notice to
Seller, contact the customers and suppliers of the Business.
5.3 Public
Announcements. Seller and Purchaser shall consult with each
other before issuing any press release or otherwise making any public statements
with respect to this Agreement or the transactions contemplated hereby and shall
not issue any such press release or make any such public statement prior to
obtaining the approval of the other party, except as may be required by
law. Notwithstanding the foregoing, the Purchaser shall have the
right to file Form
8-K in connection with this Agreement and the transactions described
herein and to each party shall have the right to take any other action relating
to the disclosure of this Agreement and the subject mater of this Agreement as
it reasonably determines and each agrees to cooperate with the other in all such
matters.
5.4 Best
Efforts. Each of Seller and Purchaser agrees to use its best
efforts to fulfill the conditions set forth in Article 6 to the other
party’s obligation to close the transactions contemplated by this
Agreement.
ARTICLE
6
CONDITIONS TO
CLOSING
6.1 Conditions to Obligation of
Purchaser. The obligation of Purchaser to close the
transactions contemplated hereby shall be subject to the satisfaction or written
waiver (by Purchaser), prior to or at the Closing, of the following
conditions:
(a) Representations and
Covenants. The representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
on and as of the date of Closing with the same force and effect as though made
on and as of the date of Closing. Seller shall have performed and complied in
all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by it on or prior to the date of
Closing; and
(b)
Transfer of Purchased
Assets to Purchaser. Seller shall transfer and deliver the
Purchased Assets to the Purchaser on or before Closing and in accordance with
the written instructions of the Purchaser.
6.2 Conditions to Obligation of
Seller. The obligation of Seller to close the transactions
contemplated hereby shall be subject to the satisfaction or written waiver (by
Seller), prior to or at the Closing, of the following conditions:
(a) Representations and
Covenants. The representations and warranties of Purchaser
contained in this Agreement shall be true and correct in all material respects
on and as of the date of Closing with the same force and effect as though made
on and as of the date of Closing. Purchaser shall have performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by it on or prior to the date of
Closing;
(b)
Actions of
Purchaser. Purchaser shall cause all actions to be taken as
listed in Article III hereof.
ARTICLE
7
TERMINATION
7.1 Termination. This
Agreement may be terminated at any time prior to the Closing:
(a) By
mutual written consent of Purchaser and Seller.
(b) By
Seller:
(i) if
the Closing shall not have occurred on or before July 8 2008, other than as a
result of a material breach by Seller of its representations, warranties or
other obligations hereunder; or
(ii) if,
prior to the Closing Date, Purchaser fails to perform in any material respect
any of its obligations under this Agreement or Purchaser has breached any
material representation or warranty, and such failure or breach has not been
cured within five (5) days after receipt of notice of such failure or breach
from Seller.
(c) By
Purchaser:
(i) if
the Closing shall not have occurred on or before July 8, 2008, other than as a
result of a material breach by Purchaser of its representations, warranties or
other obligations hereunder; or
(ii) if,
prior to the Closing Date, Seller fails to perform in any material respect any
of its obligations under this Agreement or Seller has breached any material
representation or warranty, and such failure or breach has not been cured within
five (5) days after receipt of written notice of such failure or breach from
Purchaser.
7.2 Effect of
Termination. In the event of termination of this Agreement by
Purchaser or Seller as provided in Section 8.1, all obligations of the parties
under this Agreement shall terminate without liability of any party to any other
party, except for a party’s liability for breach of this Agreement.
ARTICLE
8
INDEMNIFICATION
8.1 Indemnification.
(a) By
Seller. Seller shall indemnify, defend and hold harmless
Purchaser and its directors, officers, employees and shareholders, from, against
and in respect of any and all claims, suits, actions, proceedings, damages,
costs, liabilities, losses, judgments, penalties, fines, expenses or other
costs, including reasonable attorneys’ fees, (each a “Loss” and collectively,
“Losses”) arising from or relating to: (i) the breach of any of Seller’s
representations, warranties or covenants set forth in this Agreement;
(ii) any product shipped or manufactured by, or services provided by, the
Business prior to the date of Closing; and (iii) any claim against
Purchaser by any person to whom Purchaser is liable for any liabilities arising
from or connected to the operation of the Business prior to the Closing Date,
other than the Assumed Liabilities.
(b) By
Purchaser. Purchaser shall indemnify, defend and hold harmless
Seller, from, against and in respect of any and all Losses arising from or
relating to: (i) the Assumed Liabilities; (ii) the breach of any of
Purchaser’s representations, warranties or covenants set forth in this
Agreement; or (iii) any products shipped or manufactured by, or services
provided by, the Business on or after the date of Closing.
8.2 Procedure for Claims by
Third Parties.
(a) Any
party asserting a right of indemnification provided for under this Agreement
(the “Indemnified Party”) in respect of, arising out of or involving a claim or
demand made by any unrelated person, firm, governmental authority or corporation
against the Indemnified Party (a “Third Party Claim”) shall notify the
indemnifying party (the “Indemnifying Party”) in writing of the Third Party
Claim within ten (10) business days after such Indemnified Party becomes aware
of such Third Party Claim. As part of such notice, the Indemnified
Party shall furnish the Indemnifying Party with copies of any pleadings,
correspondence or other documents relating thereto that are in the Indemnified
Party’s possession. The Indemnified Party’s failure to notify the
Indemnifying Party of any such matter within the time frame specified above
shall not release the Indemnifying Party, in whole or in part, from its
obligations under this Article 8 except to the extent that the Indemnified
Party’s ability to defend against such claim is actually prejudiced
thereby. The Indemnifying Party agrees (and, at such time as the
Indemnifying Party acknowledges its liability under this Article 9 with respect
to such Third Party Claim, the Indemnifying Party shall have the sole and
exclusive right) to defend against, settle or compromise such Third Party Claim
at the expense of such Indemnifying Party; provided that no compromise or
settlement of such claims may be effected by the Indemnifying Party without the
Indemnified Party’s consent unless the sole relief provided is monetary damages
that are paid in full by the Indemnifying Party. The Indemnified
Party shall have the right (but not the obligation) to participate in the
defense of such claim through counsel selected by it. If the
Indemnifying Party has not yet acknowledged its liability under this Section 9.2
with respect to such Third Party Claim, then the Indemnifying Party and the
Indemnified Party shall cooperate in defending against such Third Party Claim,
and neither party shall have the right, without the other’s consent, to settle
or compromise any such Third Party Claim.
(b) If
any party becomes obligated to indemnify another party with respect to any Third
Party Claim and the amount of liability with respect thereto shall have been
finally determined, the Indemnifying Party shall pay such amount to the
Indemnified Party in immediately available funds within ten (10) days following
written demand by the Indemnified Party.
(c) Procedure for Claims Between
the Parties. In the event that either Seller or Purchaser
desires to assert a claim for indemnification against the other under this
Article 9, such party shall assert such claim in writing, stating the nature and
basis of such claim. The party making such claim shall, on request,
provide all information and documentation reasonably necessary to support and
verify any Losses which such person believes gives rise to a claim for
indemnification and shall give the indemnifying party reasonable access to its
books, records and personnel for the purpose of investigating and verifying any
such claim.
8.3 Survival. All
representations, warranties, covenants and obligations in this Agreement shall
survive the Closing and consummation of the transactions contemplated by this
Agreement for a period of two (2) years from the Closing. The rights to
indemnification, reimbursement or other remedy based upon such representations,
warranties, covenants and obligations shall not be affected by any investigation
conducted, or any knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this Agreement or the
Closing Date, with respect to the accuracy or inaccuracy of or compliance with
any such representation or warranty, or on the performance of or compliance with
any covenant or obligation, and will not affect the right to indemnification,
reimbursement or other remedy based upon such representations, warranties,
covenants or obligations.
8.4 Non-Exclusive
Remedy. The indemnification provisions in this Article 8 are
in addition to any and all other remedies of the parties hereto available under
applicable law with respect to the breach of any representation, warranty,
covenant or agreement of the other party hereto.
ARTICLE
9
GENERAL
PROVISIONS
9.1 Material Adverse
Effect. For purposes of this Agreement, a “Material Adverse
Effect” shall mean: (1) with respect to the Purchased Assets, a material adverse
effect on the Purchased Assets, the operations or financial condition of the
Business or on Seller’s ability to consummate the transactions contemplated by
this Agreement; and (2) with respect to the Purchaser, the financial condition
of the Purchaser, Purchaser’s ability to consummate the transactions
contemplated by this Agreement; and the existence of any accrued or contingent
liabilities not disclosed to the Seller in this Agreement.
(a) Seller’s
Knowledge. Where a representation or warranty is stated to be
based on or to the knowledge of the Seller, such phrase or words of similar
import shall refer solely to the actual knowledge, after due inquiry,
of Xxxx Xxxxxx, Seller’s Managing Director, as of the date of this
Agreement.
(b) Purchaser’s
Knowledge. Where a representation or warranty is stated to be based on or
to the knowledge of Purchaser, such phrase or words of similar import shall
refer solely to the actual knowledge, after due inquiry, of Xxxxx Xxxxx,
Purchaser’s Chief Executive Officer, as of the date of this
Agreement.
(c) Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
(d) Severability. If
any provision of this Agreement, or the application thereof to any person, place
or circumstance, shall be held by a court of competent jurisdiction to be
illegal, invalid, unenforceable or void, then such provision shall be enforced
to the extent that it is not illegal, invalid, unenforceable or void, and the
remainder of this Agreement, as well as such provision as applied to other
persons, places or circumstances, shall remain in full force and
effect.
9.2 Waiver. With
regard to any power, remedy or right provided in this Agreement or otherwise
available to any party, (a) no waiver or extension of time shall be
effective unless expressly contained in a writing signed by the waiving party,
(b) no alteration, modification or impairment shall be implied by reason of
any previous waiver, extension of time, delay or omission in exercise or other
indulgence, and (c) waiver by any party of the time for performance of any
act or condition hereunder does not constitute a waiver of the act or condition
itself.
9.3 Further
Assurances. From time to time after the Closing, each party
hereto will execute and deliver to the other party such instruments of sale,
transfer, conveyance, assignment and delivery as may be reasonably requested by
the other party in order to cause Purchaser to be vested in all right, title and
interest of Seller in and to the Purchased Assets and otherwise in order to
carry out the purpose and intent of this Agreement.
9.4 Notices. All
notices, demands, or other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and shall be
deemed to have duly given or delivered (a) when delivered personally,
(b) mailed by certified or registered mail, return receipt requested and
postage prepaid, (c) sent by telephone facsimile transmission, or
(d) sent via a nationally recognized overnight courier to the
recipient. Such notices, demands and other communications will be
sent to the addresses listed on the first page of this Agreement or to such
other address as any party may specify by notice given to the other party in
accordance with this Section.
9.5 Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal substantive laws of the State of Nevada without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Nevada or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Nevada.
9.6 Entire
Agreement. This Agreement (including the attached exhibits and
schedules) constitutes the entire agreement among the parties with respect to
the subject matter of this Agreement and supersedes any prior or contemporaneous
agreement or understanding, whether written or oral, among the parties or
between any of them with respect to the subject matter of this
Agreement. There are no representations, warranties, covenants,
promises or undertakings, other than those expressly set forth or referred to
herein.
9.7 Amendment. This
Agreement may be amended or modified only by a written agreement duly executed
by Seller and Purchaser.
9.8 Assignability. Neither
this Agreement nor any of the rights or obligations under this Agreement of any
party hereto may be transferred, conveyed, alienated, assigned or delegated
without the other party’s prior written consent, which consent may be withheld
in the other party’s sole and absolute discretion.
9.9 Binding
Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and, if
applicable, permitted assigns.
9.10 Third-Party
Beneficiaries. Each party intends that this Agreement shall
not benefit or create any right or cause of action in any person other than the
parties or as specifically expressed in this Agreement.
9.11 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original but when taken together shall constitute but one
instrument.
9.12 Expenses; Brokerage
Fee. Each party to this Agreement shall bear all of its own
expenses in connection with the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, including, without
limitation, all fees and expenses of its agents, representatives, counsel and
accountants.
[The
remainder of page has been left intentionally blank]
IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed on the date first written
above.
|
PURCHASER:
LATIN
TELEVISION, INC.
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chief Executive Officer
SELLER:
PURE
PLAY MUSIC LIMITED
By: /s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Managing Directo
|
r
[SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]
LIST
OF ATTACHMENTS
|
EXHIBIT
A
|
List
of Purchased Assets and List of Customers, including after acquired
assets, including web site, web content, web addresses, and additional
artist agreements consisting of approximately 15,000 additional
songs.
|
|
EXHIBIT
B
|
List
of Liabilities of Seller Assumed by Purchaser At
Closing
|
|
EXHIBIT
C
|
Xxxx
of Sale
|
|
EXHIBIT
D
|
Action
of the Board of Directors of Latin Television, Inc. (Authorization and
Election of Xxxx Rosedale as President, Xxxx Xxxxxx as CEO, and
Resignation of Xxxxx Xxxxx as President, and CEO)
|
|
EXHIBIT
E
|
Listing
of Purchaser’s Liabilities (Not disclosed in SEC
Filings)
|
|
EXHIBIT
F
|
Stockholder
and Security List
|
EXHIBIT
A
LIST
OF PURCHASED ASSETS
The following are the Purchased Assets
acquired by the Purchaser from the Seller with a listing of the Seller’s
Accounts Receivable as of the date shown (as attached).
EXHIBIT
B
LIST
OF SELLER LIABILITIES ASSUMED BY PURCHASER
Amount: $0.00
###########
EXHIBIT
C
XXXX
OF SALE
This
Agreement, dated July 8, 2008, is between Pure Play Music, Limited, a
corporation domiciled in the United Kingdom (“Seller”), and Latin Television,
Inc., a Nevada corporation (collectively “Buyer”).
1. Assignment of
Assets. Pursuant to the terms of the Asset Purchase Agreement
dated July 8, 2008 (the “Purchase Agreement”), Seller hereby sells, transfers,
assigns and conveys to Buyer all of Seller’s right, title and interest in and to
the Purchased Assets listed on Exhibit A attached thereto.
2. Warranty as to
Assets. Seller hereby warrants that it has good and
marketable title to the Assets, free and clear of mortgages, liens, reversions,
restrictions, rights of purchase, encumbrances or other defects of title, and
sales, use and ad valorem taxes other than arising from the consummation of the
transfer of the Assets (such taxes being the responsibility of
Seller).
3. Further
Assurances. The parties hereto agree to execute and delivery
such additional documents or other instruments or assurances that may be
necessary or desirable to vest, perfect or confirm, of record or otherwise,
title to the Assets or Contracts in Buyer, or to obtain any consents, orders or
approvals to consummate the transactions contemplated hereby.
4. Miscellaneous. This
Xxxx of Sale is governed by and construed under the laws of the State of
Nevada. The warranties and representations given herein shall survive
the delivery of this Xxxx of Sale
Executed
July 8, 2008
BUYER:
LATIN
TELEVISION, INC., a
Nevada corporation
By:
_______________________________
Xxxxx Xxxxx, Chief Executive
Officer
SELLER:
PURE PLAY
MUSIC LIMITED, a United Kingdom corporation
By
Xxxx Xxxxxx, Managing
Director
EXHIBIT
D
(As
attached.)
EXHIBIT
E
Listing
of Purchaser’s Liabilities (Not disclosed in SEC Filings)
(None.)
EXHIBIT
F
STOCKHOLDER
AND SECURITY LIST
Attached hereto is a current list of
the stockholders of the Purchaser (as prepared by the Purchaser’s Common Stock
Transfer Agent) together with a current list of any other securities issued by
the Purchaser not contained on the list.(As attached.)
