ACQUISITION OF BROADBAND Clause Samples

ACQUISITION OF BROADBAND. (a) KDG agrees to purchase, as of September 16, 1997 (the "Broadband Closing Date"), all of the right, title and interest of the Owners in Broadband (the "Ownership Interests") pursuant to an Assignment of Ownership Interests in the form attached as Exhibit B to this Agreement (the "Assignment"). Executive agrees to sell his Ownership Interests in Broadband to KDG, and each of the other Owners has agreed, as of the date of this Agreement, to sell his Ownership Interests in Broadband to KDG. (b) The purchase price (the "Broadband Purchase Price") for all of the Ownership Interests will be an amount equal to the aggregate amount of capital contributions and loans provided by the Owners to Broadband, less any distributions by Broadband to the Owners and any payments of principal by Broadband with respect to any such loan, in each case as of the Broadband Closing Date (the "Net Investment"). KDG will pay the Broadband Purchase Price to the Owners by bank check on the Broadband Closing Date. (c) Except as set forth in the Assignment, the Owners will make no representation or warranty to KDG whatsoever with respect to Broadband or to the Ownership Interests, and will have no liability or obligation to KDG whatsoever with respect to Broadband or the Ownership