Purchase and Sale of Assets Assumption of Certain Liabilities. (a) Subject to the provisions of this Agreement, Seller agrees to transfer and assign to Purchaser, and Purchaser agrees to acquire and accept from Seller, as of the "Closing Date" (hereinafter defined), free and clear of any and all Liens, all: (i) NRTC Agreements, (ii) relationships, contracts, and accounts with Customers, (iii) other tangible assets used or useful in the provision of DBS Services, including, without limitation, any MTE terminals and demonstration units; (iv) files, books and records relating to the provision of DBS Services by Seller, including, without limitation, Customer and prospective customer lists, computer programs, tapes and electronic data processing software, accounting journals and ledgers, accounts receivable records, copies of NRTC reports and correspondence and other documents relating to the NRTC Agreements and compliance therewith (collectively, "Records"); (v) exclusive rights to the telephone numbers used in the Business; and (vi) cash in Seller's account at Huntington Bank, accounts receivable from Customers, maintenance and security deposits, prepaid expenses, supplies and other current assets (excluding inventory) (collectively, the "Assets").
Purchase and Sale of Assets Assumption of Certain Liabilities. 11 2.1 PURCHASE AND SALE OF ASSETS 11 2.2 EXCLUDED ASSETS 13 2.3 ASSUMED LIABILITIES 13 2.4 RETAINED LIABILITIES 14 2.5 UNASSIGNABLE CONTRACTS 14 ARTICLE III PURCHASE PRICE AND CLOSING 15 3.1 TOTAL PURCHASE PRICE 15 3.2 INITIAL PURCHASE PRICE, CLOSING PAYMENTS AND SHARE DELIVERY 15 3.3 NET WORTH ADJUSTMENT 16 3.4 DEFERRED PURCHASE PRICE 17 3.5 TAXES 19 3.6 BULK SALES COMPLIANCE 19 3.7 CLOSING 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 20 4.1 ORGANIZATION OF SELLER 20 4.2 AUTHORITY; APPROVAL BY OWNERS 20 4.3 NO CONFLICTS 21 4.4 GOVERNMENTAL CONSENTS, APPROVALS, AND FILINGS 21 4.5 CAPITALIZATION 21 4.6 SUBSIDIARIES 22 4.7 BOOKS AND RECORDS 22 4.8 FINANCIAL STATEMENTS 22 4.9 ABSENCE OF CHANGES 22 4.10 NO UNDISCLOSED LIABILITIES 24 4.11 ASSETS 24 4.12 EMPLOYEE BENEFIT PLANS 24 4.13 REAL PROPERTY 26 4.14 INTELLECTUAL PROPERTY 26 4.15 LITIGATION; DISPUTES 29 4.16 COMPLIANCE WITH LAW 29 4.17 CONTRACTS 29 4.18 ENVIRONMENTAL MATTERS 31 4.19 ACCOUNTS RECEIVABLE 31 4.20 INSURANCE 31 4.21 TAX MATTERS 32 4.22 LABOR AND EMPLOYMENT RELATIONS 32 4.23 PERMITS 33 4.24 MATERIAL CUSTOMERS 33 4.25 BROKERS 34 4.26 TRANSACTIONS WITH AFFILIATES 34 4.27 POWERS OF ATTORNEY 34 4.28 REGULATORY MATTERS 34 4.29 PRODUCT WARRANTY; PRODUCT LIABILITY 35 4.30 ACCREDITED INVESTOR STATUS 35 4.31 FULL DISCLOSURE 35 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER 35 5.1 ORGANIZATION 35 5.2 AUTHORITY 35 5.3 NO CONFLICTS 36 5.4 GOVERNMENTAL CONSENTS, APPROVALS, AND FILINGS 36 5.5 CAPITALIZATION 36 5.6 PARENT FINANCIAL STATEMENTS 37 5.7 COMPLIANCE WITH LAW 37 5.8 BROKERS 37 5.9 THE SHARES 37 5.10 FULL DISCLOSURE 37 5.11 LITIGATION; DISPUTES 38 5.12 INTELLECTUAL PROPERTY 38 5.13 REGULATORY MATTERS 38 5.14 PRODUCT LIABILITY 39 5.15 MATERIAL CUSTOMERS 39 5.16 TAX MATTERS 39 5.17 MATERIAL CONTRACTS 39 ARTICLE VI PRE-CLOSING COVENANTS 40 6.1 ACCESS AND INVESTIGATION 40 6.2 INTERIM OPERATIONS 40 6.3 NEGATIVE COVENANTS 41 6.4 NOTIFICATION 42 6.5 BEST EFFORTS 42 6.6 EMPLOYEE BENEFIT PLANS 42 6.7 NO SHOPPING 43 6.8 MUTUAL CONFIDENTIALITY 44 ARTICLE VII ADDITIONAL AGREEMENTS 44 7.1 FURTHER ASSURANCES 44 7.2 EMPLOYEES — GENERALLY 44 7.3 DAMAGE TO ASSETS 45 7.4 POST-CLOSING TAX MATTERS 45 7.5 GUARANTY 47 7.6 MAINTENANCE OF ORGANIZATION; CESSATION OF BUSINESS 47 7.7 SALES EFFORTS 47 7.8 JOINT PRESS RELEASE 48
Purchase and Sale of Assets Assumption of Certain Liabilities. Purchase and Sale of Assets --------------------------- Subject to the terms and conditions hereof, Seller hereby agrees to sell, transfer, assign and deliver to Purchaser from time to time, and Purchaser hereby agrees to purchase, acquire and take assignment and delivery from Seller of, the Assets, free and clear of all Liens other than Permitted Liens. Assumption of Certain Liabilities --------------------------------- Subject to the terms and conditions hereof, Purchaser hereby agrees to assume from time to time only the liabilities and obligations of Seller under the Leases and related Lease Documents, and with respect to the Non-Recourse Debt (collectively, the "Assumed Liabilities"), in each case arising from and after the Closing Date with respect to the particular Assets to which the Assumed Liabilities relate. Page 240 of 272 AGGREGATE PURCHASE PRICE; ADJUSTMENT; PAYMENT --------------------------------------------- Aggregate Purchase Price ------------------------ The aggregate purchase price for the Assets shall be an amount equal to Fifteen Million Two Hundred Twenty-One Thousand Seven Hundred Seventy-One Dollars ($15,221,771), subject to adjustment as set forth in Section 3.3 hereof (the "Aggregate Purchase Price").
Purchase and Sale of Assets Assumption of Certain Liabilities
