Exhibit 4.51
GENERAL CONVEYANCE
THIS AGREEMENT is made as of the 31st day of March, 2002
BETWEEN:
NP HOLDINGS COMPANY, a company governed by the laws of the
Province of Nova Scotia,
("Holdings")
- and -
GLOBAL TELEVISION NETWORK INC., a corporation governed by
the federal laws of Canada,
("GTNI").
RECITAL:
Pursuant to a letter agreement dated as of August 23, 2001 (the "Letter
Agreement") between Xxxxxxxxx Inc. ("Xxxxxxxxx") and CanWest Global
Communications Corp. ("CanWest"), Xxxxxxxxx agreed to sell all of its and its
affiliates' interest in The National Post Company/La Publication National Post
general partnership (the "Partnership") to CanWest or a designated affiliate.
THEREFORE, this general conveyance witnesses that for good and valuable
consideration now given by GTNI to Holdings (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as follows:
1. DEFINITIONS
Unless otherwise specifically defined in this Agreement, any capitalized terms
used in this Agreement shall have the meanings given to them in the Transaction
Agreement dated as of July 30, 2000 between Xxxxxxxxx International Inc.,
Southam Inc. and certain affiliates and CanWest, as amended on November 15, 2000
(the "Transaction Agreement").
2. GENERAL CONVEYANCE
(a) Holdings hereby transfers, sells, conveys, assigns and
delivers unto GTNI, its successors and assigns, and GTNI
hereby acquires, accepts and assumes, effective as of March
31, 2002, all of Holdings' right, title and interest in the
Partnership and liabilities associated therewith accruing
since September 1, 2001, including the allocation of Holdings'
share of income and losses (notwithstanding the foregoing,
Holdings shall be allocated an amount of losses in respect of
the period from September 1, 2001 to March 31, 2002 equal to
the lesser of 50% of the actual losses during that period and
$22,500,000 as contemplated in sub-section 2(b)(iii) below)
and the balance standing in Holdings' capital account, and all
advances made by the Partnership to Holdings, free and clear
of all liens, charges and encumbrances. For greater certainty,
Holdings' share of income and losses in respect of periods
prior to September 1, 2001 will be allocated in accordance
with the Amended and Restated Partnership Agreement dated as
of November 15, 2000 between Global Communications Limited,
Holdings and 3048510 Nova Scotia Company in effect on the date
of this Agreement (the "Partnership Agreement") in effect on
the date of this Agreement.
(b) For greater certainty, nothing herein shall release or
relieve:
(i) Xxxxxxxxx and its affiliates from their obligations
arising under Section 10.3 of the Transaction
Agreement to indemnify CanWest and its Affiliates and
their respective directors, officers, shareholders,
employees, agents and representatives from and
against all Claims which may be made or brought
against any such Persons or which they may suffer or
incur by reason of or in respect of any liability
(fixed or contingent) or Encumbrance of the
Partnership existing or incurred prior to the Closing
Date other than those of the Assumed Liabilities
relating to the National Post Business;
(ii) Holdings from its obligations arising under Sections
3.8 and 3.14 of the Partnership Agreement to be
responsible for 50% of the obligations of the
Partnership up to and including August 31, 200l; or
(iii) Xxxxxxxxx from its obligation under the Letter
Agreement to pay to the Partnership $22,500,000 on
account of a pre-payment of future losses or cash
requirements of the Partnership, which Letter
Agreement shall remain in full force and effect,
unamended.
3. FURTHER ASSURANCES
Holdings and GTNI shall and will, from time to time and at all times hereafter,
at the request of the other party, but without further consideration, make, do
and execute or cause to be made, done and executed all such further acts, deeds,
agreements, transfers, assurances, instruments or documents as may be reasonably
required in order to give effect to the terms hereof.
4. ENUREMENT
The provisions of this Agreement shall enure to the benefit of and be binding
upon the successors and assigns of the parties hereto.
5. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of
the Province of Ontario and the laws of Canada in force in the Province of
Ontario.
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IN WITNESS OF WHICH the parties have duly executed this Agreement.
NP HOLDINGS COMPANY
By: /s/ XXXXX X. XXXXXXXX
_______________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice-President
and General Counsel
GLOBAL TELEVISION NETWORK INC.
By: /S/ XXXXXX XXXXXX
_______________________________________
Name: Xxxxxx Xxxxxx
Title: Assistant Secretary
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