A G R E E M E N T
THIS AGREEMENT, made this 17th day of September 1996, among MUSIC
MARKETEERS, INC., a corporation organized under the Laws of Louisiana
(hereinafter referred to as "Music") ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, individually and
representative of the stockholders (hereinafter referred to as "Sellers"); and
PLANET ENTERTAINMENT, (hereinafter referred to as "Planet").
WHEREAS, Purchaser wishes to acquire all of the assets of Music in
exchange for the issuance of a series of notes in the total amount of ONE
HUNDRED THOUSAND DOLLARS ($l00,000); and the assumption of certain debts and
obligations of Music; and
WHEREAS the Seller is the sole owner or representative of all owners of
all the outstanding stock of Music; and
WHEREAS Music is the owner of certain rights to a library of master
recordings, copyrights, accounts receivable and the right to develop other
musical arrangements; and
WHEREAS Seller is willing to sell all the assets of Music to Planet
subject to the assumption of certain defined liabilities
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. The closing for the purchase and sale of the Transferred
Assets shall take place at the offices of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. on
September 20, 1996 (the "Closing Date").
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Said date may be extended upon the mutual agreement of the parties but not later
than September 30, 1996.
SECTION 2. Seller and Music agree to transfer, assign and/or deliver
all rights and title to the following "Transferred assets":
(a) master recording library as set forth on Schedule A attached hereto
and made a part hereof;
(b) any and all copyrights and trademarks including but not limited to
any pending applications for copyright or trademark.
(c) any tangible or intangible rights pertinent to or associated with
or owned by Music and the Sel1er, their accounts receivables, or contract
receivables as specifically set forth herein.
(d) any and all furniture, equipment, and accounts receivable of Music.
SECTION 3. In consideration for the transfer of Assets, Planet shall
pay and deliver to Seller and Music the following:
(a) Planet shall execute a series of promissory note in the total
amount of ONE HUNDRED THOUSAND DOLLARS ($100,000), bearing interest at the prime
rate, as quoted by Chase Bank, payable within five years.
(c) Planet will assume three promissory note obligations of Seller in
the total aggregate amount of 1.25 million dollars.
(d) Planet will assume the consulting agreement with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
SECTION 4. Seller and Music hereby represent and warrant to Planet that
on the date hereof and as of the Closing Date:
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(a) Music is a corporation duly organized and in good standing under
the laws of the State of Louisiana, and which has duly authorized capital stock
of ________shares of Common Stock, ____ par value of which shares have been and
will be validly issued, fully paid and nonassessable as of the date of closing.
(b) Seller is the owner of all the outstanding Common Stock of Music.
(c) The Transferred Assets to be conveyed to Planet will be free and
clear of any and all security interests, pledges, claims, liens, equities or
encumbrances whatsoever and, upon the consummation of the transactions herein
contemplated, Planet will have acquired good and marketable title to the
Transferred Assets, free and clear of any and all claims, liens, security
interests, pledges, equities or encumbrances, except as provided for herein.
(d) There are no outstanding rights, options, warrants, contracts,
commitments or demands of any character which would require the transfer or
pledge by Music of any interest in the Transferred Assets.
(e) All tax returns, Federal, State and local, required to be filed by
Music will have been filed as of the closing date. Such returns will be true and
correct based on the information reasonably available to Planet and all taxes
(including penalties or interest) imposed by any government or other taxing
authority in respect to income or with respect to the operation or ownership of
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property by Music up to and including the date hereof have been paid in full by
Music. No taxing agency or authority is engaged in any audit or examination of
Music and any deficiencies which have been brought to the attention of Music
resulting from any audits of its tax returns have been paid in full prior to the
date of this Agreement.
(f) Other than this Agreement, Music is not a party to any lease or
agreement whatsoever or liabilities of any nature effecting the Transferred
Assets except as set forth in Section 3(b) and (c) hereof. At closing, the
Seller will cause Music to deliver to Planet true and correct copies of the
Articles of Incorporation, Minutes, Corporate Seal and Corporate By-laws, and
all amendments thereto, of Music and a ▇▇▇▇ of Sale as to the Transferred
Assets.
(g) There are no lawsuits, proceedings, judgments or orders pending or
threatened against Music or any of its respective officers or directors in their
official capacities as officers or directors of Music before any court or
governmental agency or body, foreign or domestic, or before any arbitration
tribunal, and to the knowledge of counsel for Music there is no governmental
investigation relating to Music or any pending legislation or governmental
regulation which would materially adversely affect the title to as value of the
Transferred Assets.
(h) All corporate action required to be taken by Seller or Music to
authorize Music and Seller to sell, convey and transfer
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the Transferred Assets to Planet has been taken or will be taken as of the date
of closing. Music and Seller will have full power and authority to transfer and
deliver the Transferred Assets to Planet and to execute and perform this
Agreement. The execution and performance of this Agreement, the sale and
delivery of the Transferred Assets of Music will not violate any provision of
law or any contract or agreement by which Music or Seller are bound. This
Agreement has been duly executed and delivered by Music and Seller and
constitutes the valid and legally binding obligation of Seller and Music
enforceable in accordance with its terms. No approval or authorization of, or
filing with any Federal, State, municipal or other governmental commission,
board or agency is required in connection with the sale, conveyance, transfer
and delivery of the Stock.
(i) Music has stockholders holding ______ Hundred shares of Music's
Common Stock.
(j) Music has delivered a true and complete list, as of the date of
this Agreement, certified by Music's Secretary, showing the names of Music's
directors and officers.
(k) Planet will receive at closing a Certificate verifying the
existence and title of Music's Transferred Assets.
(1) No action or proceeding has been instituted by or before any court
or other governmental body, nor has such action or proceeding been threatened,
to restrict, prohibit or invalidate the transactions contemplated by this
Agreement or otherwise affect
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the rights of any party to the Agreement.
(m) All actions, proceedings, instruments and documents required to
carry out this Agreement and all other related legal matters have been approved
by counsel for Planet.
SECTION 5. Planet, knowing that Seller and Music are relying on the
following, hereby represents and warrants that the execution and performance of
this Agreement will not violate any provision of law applicable to Planet or any
contract or agreement by which Planet is bound. This Agreement constitutes a
legally valid and binding obligation of Purchaser enforceable in accordance with
its terms.
SECTION 6. (a) From the date hereof, Seller and Music agree to allow
Planet, its attorneys, employees, representatives, and accountants free access
at all reasonable times during customary business hours to the records, files,
and correspondence of Music as well as to all information relating or otherwise
pertaining to Music.
(b) Seller and Music will use their respective best efforts to assure
that all of its representations and warranties contained herein are true in all
material respects as of the Closing as if repeated at and as of such time, and
that no material breach or default occurs with respect to any of its covenants
contained herein that have not been cured by the Closing Date.
SECTION 7. The obligation of Planet to complete the closing is subject
to the fulfillment, on the Closing Date or
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within seven (7) days of the Closing Date, of each of the following conditions
any one or more of which may be waived by Purchaser:
(a) Music's and Sellers representations and warranties contained in
this Agreement shall be true and correct in all material respects at the Closing
Date as if made at the Closing and as of the Closing Date.
(b) All covenants and agreements to be performed hereunder by Music and
Seller and all matters contemplated herein to be performed by Music at or prior
to the closing shall have been performed in all material respects.
(c) Planet shall have received a certificate of Music dated as of the
Closing Date, signed by the President of Music annexed hereto as Exhibit C, to
the effect the matters set forth in Subsections 5(a), and 5(b), are true and
correct.
(d) Seller and Music shall have delivered to Purchaser, except as
otherwise requested in writing by Purchaser prior to or on the Closing Date, a
▇▇▇▇ of Sale as to all Transferred Assets free and clear.
(e) There shall have been obtained from the appropriate federal,
state, municipal, or other governmental or administrative bodies or courts all
such approvals, certificates, clearances, or consents, if any, as may be
required to permit the change of ownership of the shares herein provided for.
(f) Music shall deliver to Planet the favorable opinion of ______, Esq.
in form, scope and substance satisfactory to
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Planet's counsel, dated as of the Closing Date, that Music is a Corporation in
good standing and the stock certificates issued as stated in Subsection 2(a) are
authorized acts of the Company; that the representations and warranties of
Subsections 2(a), (b), (c), (e), (f), and (g), are true; and that such counsel
does not know or have any reasonable grounds to know of any litigation,
proceedings or governmental investigation pending or threatened against the
Transferred Assets or relating to Music, its property or business.
SECTION 8. The obligation of Seller and Music to complete the closing
is subject to the fulfillment, prior to or on the Closing Date of each of the
following conditions, any one or more of which may be waived by Seller and
Music:
(a) Planet's representations and warranties contained in this Agreement
shall be true and correct in all material respects at the Closing Date as if
made at the Closing and Date;
(b) All covenants and agreements to be performed hereunder by Planet at
or prior to the Closing shall have been performed in all material respects;
(c) Seller and Music shall have received a certificate of Planet dated
as of the Closing Date to the effect that the matters set forth in Subsections 6
(a) and (b) have been satisfied.
(d) No action or proceeding shall have been instituted or threatened
for the purpose or with the probable effect of enjoining or preventing the
consummation of this Agreement.
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SECTION 9. Seller and Music hereby agree to indemnify, save and hold
harmless Planet and its successors and assigns, of and from any damage,
liability, claim, loss or deficiency (including, without limitation reasonable
attorney's fees and expenses incident to a suit, action or proceeding), provided
Seller and Music have been given notice and an opportunity to defend any matter
arising out of or resulting from any damage, liability, claim, loss or
deficiency, in connection with the terms of this Agreement and will pay to
Planet and its successors and assigns, on thirty (30) days notice, the full
amount of any and all sums which Planet or any successor or assign, may pay or
become obligated to pay on account of (i) any material inaccuracies in any
representations or the breach of any covenant or warranty made by Seller or
Music hereunder, (ii) any material failure of Seller or Music to duly perform or
observe any term, provision, covenant, agreement or condition hereunder on the
part of Seller to be performed or observed.
SECTION 10. Planet hereby agrees to indemnify and hold harmless Seller
and Music at all times after the date of this Agreement, provided Planet has
been given notice and an opportunity to defend any matter against and in respect
of: (a) any damage or deficiency resulting from any misrepresentation, breach of
warranty, or nonfulfillment of any agreement on the part of Planet under this
Agreement, or from any misrepresentation of or omission from any certificate or
other instrument furnished or to be
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furnished to Planet hereunder; and (b) all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses incident to any of the foregoing.
Planet shall reimburse Seller and Music on thirty (30) days notice for any
payment made by Seller or Music at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates.
SECTION 11. Music and Seller hereby represent that it is acquiring the
Planet Common Stock hereunder for investment purposes only with no present
intention of reselling or otherwise distributing the same, except in compliance
with the registration requirements under the Act or an exemption therefrom.
SECTION 12. At the Closing, Seller shall deliver to Planet, free and
clear of all encumbrances, certificates for the Music shares exchanged by Seller
in negotiable form, with all requisite stock transfer stamps attached, and
Planet, subject to the terms and conditions hereof, shall deliver to Seller,
Planet's note and shares of Common Stock of Planet constituting the purchase
price.
SECTION 13. All notices hereunder shall be in writing and will be
deemed to have been given if delivered personally or mailed by registered or
certified mail, return receipt requested, postage prepaid, addressed as
respectively indicated below or by a notice hereunder:
(a) if addressed to Seller:
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(b) if addressed to Music:
(c) If addressed to Planet:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇: ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
SECTION 14. Neither this Agreement nor any provisions hereof may be
modified, changed, discharged or terminated except by instrument in writing
signed by the parties hereto.
SECTION 15. All representations, warranties and agreements contained
herein shall survive the execution of this Agreement and the delivery of the
Common Stock to be purchased by Planet pursuant hereto. All statements contained
in any certificate or other instrument delivered by Seller, Music and Planet
pursuant to this Agreement or in connection with the transactions contemplated
by this Agreement shall constitute representations and warranties by Seller or
Purchaser respectively under this Agreement.
SECTION 16. This Agreement may be executed in several counterparts, in
person or by facsimile and each executed copy will constitute an original
instrument but such counterparts shall together constitute but one and the same
instrument.
SECTION 17. This Agreement will be deemed to be a contract made under
the laws of the State of New Jersey and the parties
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agree to be subject to the exclusive jurisdiction of the Courts of New Jersey.
SECTION 18. All the terms, warranties, representations and provisions
hereof will be binding upon and inure to the benefit of and be enforceable by
and against the respective legal representatives, successors and assigns of the
parties hereto.
SECTION 19. The parties reserve the right to amend this agreement to
include a subsidiary or affiliate of Purchaser formed specifically to affect the
Purchase of Common Stock contemplated by this Agreement.
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IN WITNESS THEREOF, the parties have executed this Agreement
SELLER:
Attest: MUSIC MARKETEERS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
Witness:
/s/ ▇▇▇ ▇▇▇▇▇ BY:
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▇▇▇ ▇▇▇▇▇, Secretary , President
PURCHASER:
Attest:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
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