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PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT


THIS AGREEMENT is made and entered into as of April 2, 1996 by and between LANDMARK PROGRAMMING, INC., a Delaware corporation (the "Selling Party"), and COLONY CABLE NETWORKS, INC. ("Purchaser"). Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Agreement of General Partnership of Television Food Network, G.P. by and between Cable Program Management Co., G.P. ("CPMCO") and the General Partners identified therein dated as of August 16, 1993, as amended to date (the "TVFN Partnership Agreement").


R E C I T A L S


WHEREAS, the Selling Party is the owner of General Partnership Units in Television Food Network, G.P., a Delaware general partnership (the "Partnership"); and


WHEREAS, Purchaser desires to purchase from the Selling Party, and the Selling Party desires to sell to Purchaser, all of its General Partnership Units together with all of its right, title and interest in and to the Partnership and the TVFN Partnership Agreement, all subject to the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I
PURCHASE AND SALE


SECTION 1.01. PURCHASE AND SALE. Except as otherwise provided and subject to the terms and conditions set forth in this Agreement, the Selling Party agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase from the Selling Party at the "Closing" (as hereinafter defined) all of the Selling Party's "Purchased Interests" (as defined in Section 2.01 hereof).


ARTICLE II
DESCRIPTION OF PURCHASED INTERESTS


SECTION 2.01. The "Purchased Interests" to be conveyed to Purchaser shall be all of the Selling Party's right, title and interest in and to the Partnership and the TVFN Partnership Agreement.


ARTICLE III
INSTRUMENTS OF TRANSFER


At the Closing, the Selling Party will deliver to Purchaser a duly executed assignment in substantially the form of EXHIBIT A attached hereto (the "Assignment Agreement").


ARTICLE IV
PURCHASE PRICE


SECTION 4.01. PURCHASE PRICE. The total purchase price for the Purchased Interests shall be Twelve Million Six Hundred Fifty Thousand Dollars ($12,650,000.00) (the "Purchase Price").


SECTION 4.02. PAYMENT OF PURCHASE PRICE. The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Selling Party, or as the Selling Party may direct, at Closing,


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in an amount equal to the Purchase Price. Three business days before the Closing, the Selling Party shall notify the Purchaser in writing as to the precise wire instructions for the Purchase Price.


ARTICLE V
CLOSING


SECTION 5.01. TIME; PLACE. The "Closing" shall take place at the offices of Edwards & Angell, 2800 Hospital Trust Tower, Providence, Rhode Island, within ten (10) business days after all conditions to Closing in Articles 9 and 10 hereof have been satisfied or waived as herein permitted, or at such other time and place or on such other date as the Selling Party and Purchaser may mutually agree. The outside dates for the Closing are specified in Article XIII hereof.


ARTICLE VI
SELLING PARTY'S REPRESENTATIONS


The Selling Party hereby represents, warrants, covenants and agrees, which representations, warranties, covenants and agreements, together with all other representations, warranties, covenants and agreements of Selling Party in this Agreement, shall survive the execution and delivery of this Agreement and the payment of the Purchase Price hereunder for a period of 12 months from the Closing that:


SECTION 6.01. ORGANIZATION; QUALIFICATION. The Selling Party is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all power and authority to own and operate its properties and to carry on its business as now being conducted or proposed to be conducted. The Selling Party has the power and authority to execute and deliver and perform its obligations under this Agreement and to undertake the transactions contemplated hereby.


SECTION 6.02. CONSENTS, AUTHORIZATION, EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals (if any) have been obtained by Selling Party for the execution and delivery of this Agreement. The execution and delivery of this Agreement by Selling Party has been duly and validly authorized and approved by all necessary action of Selling Party. The Selling Party has full power and authority to execute and deliver and perform its obligations under this Agreement, subject to obtaining all necessary consents required for the transfer by the Selling Party of the Purchased Interests. This Agreement is a valid and binding obligation of Selling Party, enforceable against it in accordance with its terms, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in material violation of any statute, law, ordinance, rule, regulation, judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency to which Selling Party is subject or by which Selling Party is bound, nor constitute a material breach or material default under Selling Party's charter, by-laws or any material agreement or material obligation to which Selling Party is a party or by which Selling Party is bound.


SECTION 6.03. TITLE TO PURCHASED INTERESTS. The Selling Party has full power, right and authority to sell and convey to Purchaser legal and beneficial title to the Purchased Interests and the Selling Party's sale to Purchaser shall transfer good and marketable title thereto, free and clear of all security interests, liens, pledges, charges and encumbrances of every kind, excluding any encumbrances created by the TVFN Partnership Agreement.


SECTION 6.04. NO VIOLATION OF EXISTING AGREEMENTS. The execution, delivery and performance of this Agreement by the Selling Party will not violate any provisions of law and will not, with or without the giving of notice or the passage of time, or both, conflict with or result in any breach of any of the terms or conditions of, or constitute a material default under any existing contracts of the Selling Party. The execution, delivery and performance of this Agreement by the Selling Party will not result in the creation of any security interest, lien, pledge, charge or encumbrance upon the Purchased Interests.


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SECTION 6.05. LITIGATION AND LEGAL PROCEEDINGS. There is no outstanding judgment against the Selling Party and there is no litigation, proceeding or investigation pending, or, to the Selling Party's knowledge, threatened, against the Selling Party or its assets which individually or in the aggregate would, if adversely determined, result in a material adverse change in the business condition (financial or otherwise) of the Selling Party of the Purchased Interests, or which questions the validity of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement.


SECTION 6.06. BROKERS. The Selling Party has not engaged any agent, broker or other person acting pursuant to the express or implied authority of the Selling Party which is or may be entitled to a commission or broker or finder's fee in connection with the transactions contemplated by this Agreement or otherwise with respect to the sale of the Purchased Interests.


ARTICLE VII
PURCHASER'S REPRESENTATIONS


Purchaser hereby represents, warrants, covenants and agrees, which representations, warranties, covenants and agreements, together with all other representations, warranties, covenants and agreements of Purchaser in this Agreement, shall survive the execution and delivery of this Agreement and the payment of the Purchase Price hereunder for a period of 12 months from the Closing, that:


SECTION 7.01. ORGANIZATION; QUALIFICATION. Purchaser is a corporation duly organized and validly existing under the laws of the state of its incorporation. Purchaser has all power and authority to (i) own and operate its properties, (ii) carry on its business as it is now being conducted, and (iii) execute, deliver and perform its obligations under this Agreement and to undertake the transactions contemplated hereby.


SECTION 7.02. CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals (if any) have been obtained by Purchaser for the execution and delivery of this Agreement. The execution and delivery of this Agreement by Purchaser has been duly and validly authorized and approved by all necessary action of Purchaser. The Purchaser has full power and authority to execute and deliver and perform its obligations under this Agreement, subject to obtaining all necessary consents required for the transfer by the Selling Party of the Purchased Interests. This Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in material violation of any statute, law, ordinance, rule, regulation, judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency to which Purchaser is subject or by which Purchaser is bound, nor constitute a material breach or material default under Purchaser's charter, by-laws or any material agreement or material obligation to which Purchaser is a party or by which Purchaser is bound.


SECTION 7.03. LITIGATION AND LEGAL PROCEEDINGS. There is no outstanding judgment against Purchaser and there is no litigation, proceeding or investigation pending, or, to Purchaser's knowledge, threatened, against Purchaser, or its assets which individually or in the aggregate would, if adversely determined, result in a material adverse change in the business condition (financial or otherwise) of Purchaser or which questions the validity of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement or the consummation of the transactions contemplated hereby by the Purchaser.


SECTION 7.04. NO VIOLATION OF EXISTING AGREEMENTS. The execution, delivery and performance of this Agreement by the Purchaser will not violate any provisions of law and will not, with or without the giving of notice or the passage of time, or both, conflict with or result in any breach of any of the terms or conditions of, or constitute a material default under any existing contracts of the Purchaser. The execution, delivery and performance of this Agreement by the Purchaser will not result in the creation of any security interest, lien, pledge, charge or encumbrance upon the Purchased Interests.


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SECTION 7.05. BROKERS. Purchaser has not engaged any agent, broker or other person acting pursuant to the express or implied authority of Purchaser which is or may be entitled to a commission or broker or finder's fee in connection with the transactions contemplated by this Agreement or otherwise with respect to the sale of the Purchased Interests.


SECTION 7.06. FAVORED TERMS. The Purchaser represents and warrants to the Selling Party that, except for the "Potential CCI Transaction" (defined below), the price being paid to the Selling Party pursuant to this Agreement is as high a price, on a pro rata basis, as is being paid (whether in cash or other consideration) to any Partner (as defined in the TVFN Partnership Agreement) or any other person in consideration for such Partner's or other person's equity interest in the Partnership. The Selling Party hereby acknowledges that the Purchaser has advised the Selling Party that it has commenced discussions with an affiliate of Continental Cablevision, Inc. ("CCI") regarding a potential
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