EXHIBIT 10.13
_______________________
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is effective
as of October 17, 1996, by and between NORTHEAST TELECOM, INC.
("Assignor") and MISSOURI CABLE TV CORP. ("Assignee") (Collectively
referred to as "Parties").
WITNESSETH
Whereas, Assignor has received a lease from ▇▇▇ ▇. ▇▇▇▇▇▇ (the "Lease") for
the operation of one (1) Low Power Television station in Lebanon, MO,
having the Call sign K18EK and operating on channel 18 (the "Channel").
Whereas, Assignor desires to assign its rights to the Lease pursuant to
section
27 of the Lease; and
Whereas, Assignee desires to assume Assignor's rights to the Lease and the
Channel, as described above.
Now Therefore, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration as hereinafter set forth,
the Parties agree as follows:
1. Assignor hereby assigns, sells, conveys and transfers to Assignee his
rights to Lease the Channel.
2. Assignee hereby agrees to assume any fees related to the execution of
this
agreement.
3. Assignor herein further represents and warrants that he has full power
and
authority to execute and deliver this agreement and to conclude the
transaction contemplated herein. Assignor also represents and warrants that
the has all the rights, title, and interest to the Lease and the Channel and
that
there are no existing or anticipated liabilities or legal action associated
with
the Lease or the Channel, to the best of his knowledge and Assignor has not
transferred (or agreed to transfer), nor will it transfer prior to the
completion
of the transaction contemplated herein, any portion of his interest in the
Lease
or the Channel to any other entity.
4. Assignor shall notify Channel holder of assignment per section 27 of the
Lease.
5. Notices: All notices and other communications hereunder shall be in
writing and shall be deemed given if hand delivered by, postage paid, to the
Parties named below:
IF TO ASSIGNEE: MISSOURI CABLE TV CORP.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
IF TO ASSIGNOR: NORTHEAST TELECOM INC.
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
6. Severability: Any provisions of this Agreement which may be determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction. It is
expressly
understood, however, that the Parties hereto intend each and every provision
of this Agreement to be valid and enforceable and hereby knowingly waive
all rights to object to any provisions of this agreement.
7. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.
8. This Agreement shall be governed by and construed under the laws of the
state of Louisiana, without regard to conflict of law provisions.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date and year first written above.
Assignor: Assignee:
NORTHEAST TELECOM INC. MISSOURI CABLE TV CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President Its: CEO
August 7, 1996
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Notice of Lease Assignment: Lebanon, MO
▇▇▇▇ ▇▇.▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
Dear ▇▇▇:
This letter will serve to notify you of Northeast Telecom's intentions to
assign
your management and lease agreements, to another company. It will be
necessary for you to sign and return to us this letter acknowledging your
approval of this action, as per paragraph 27 in the agreement. Enclosed you
will find a copy for your records and a prepared Fed Ex return package.
Please understand this action is necessary to assure the construction of your
channels and the issuance of your broadcast licenses. The new assignee will
be bound to all the terms and conditions of the agreement.
Copies of the assignment documents will be sent to you just as soon as they
are completed.
Sincerely yours,
NORTHEAST TELECOM, INC. PERMITTEE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Telecommunications Division
MANAGEMENT AND LEASE AGREEMENT
This Management and Lease Agreement ("Agreement") is made this 24 day
of June, 1995
by and between Northeast Telecom Inc. (NTI), and ▇▇▇ ▇▇▇▇▇▇▇
("Permittee"), together "the
Parties".
WHERAS, the Federal Communications Commission ("FCC") has
authorized licensees of
Low Power Television ("LPTV") stations as defined in Section 74.701(F) of
the
Commission's Rules, to provide subscription television ("STV") service on
their authorized
channels, subject to FCC rules and policies;
WHERAS, Permittee has been granted a Construction Permit for LPTV
Channel 18 at
Lebanon, Mo. (Call Sign K18EK), and has determined that it desires to
provide STV service
on such Channel on a twenty-four (24) hour per day, seven (7) day per week
basis;
WHERAS, NTI is in the business of providing STV management and
operational services
and seeks to provide such services on Permittee's Channel; and
WHERAS, Permittee wishes NTI to provide it such services, consistent with
its Construction
Permit and all FCC Rules and Regulations.
NOW, THEREFORE, in consideration, of their mutual promises set forth
below; Permittee
and NTI, intending to be legally bound, hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the
meanings attributed to them in this Section 1:
1.1 Business or LPTV Service means the provision of video and data
programming of any kind to subscribers via the Channel.
1.2 Construction Permit means the authorization (Call Sign K18EK)
which
issued by the FCC to Permittee to construct the Channel and provide
service on the Channel on a seven (7) day per week, twenty (24)
hours
per
day basis, and shall specifically include any regular, modified or
renewal
authorizations to operate the Channel.
1.3 License Date means the date on which a License Application is filed
with
the FCC certifying the completion of construction of the
transmission
facilities, but not later than the date specified on the
Construction
Permit,
unless extended.
1.4 Transmission Facilities means the equipment and facilities to be
owned
by NTI and used by NTI in its business.
1.5 Subscriber means a residential unit or other establishement,
including
without limitation restaurants, bars, offices and businesses that
receive
LPTV Service under contract with NTI or under rights granted by NTI.
2. Term. The term of this Agreement shall begin on the date hereof and
shall
continue for a period of ten (10) years following the License Date,
provided that
Permittee's authorization to operate the Channel has been renewed as
necessary by
the FCC. Permittee shall use its reasonable best efforts to obtain such
renewals.
This Agreement shall be authormatically renewed for an additional ten
(10) years,
unless NTI shall have submitted to Permittee at least six (6) months'
advance
written notice of its intent to terminate this Agreement upon the
expiration
of the
initial term.
3. Transition on Channel. Commencing on the License Date, Permittee
hereby
authorizes NTI to transmit a broadcast signal on the Channel for STV
services
seven (7) days per week, twenty-four (24) hours per day, subject to FCC
Rules and
Regulations and all of the terms and conditions set forth in this
Agreement. For
purposes of this Agreement, such transmission on the Channel shall
include all
rights to transmit both video programming and data over the entire
frequency
spectrum of Permittee's Channel. Consistent with applicable FCC rules,
NTI will
apply charges, terms and conditions of service to Subscribers uniformly;
provided,
however, that: (a) Subscribers may be divided into reasonable
classifications
approved by the FCC, and the imposition of different sets of conditions
may be
applied to Subscribers in different classifications; and (b) for good
cause,
within
such classifications, deposits may be required of some Subscribers and
not
of
others.
4. Control of Facilities. Notwithstanding anything in this Agreement to the
contrary,
Permittee, as the FCC permittee for the Channel, shall be responsible for
compliance with all applicable FCC rules and regulations. Permittee
shall
have
control, in operation, management and maintenance of the station to the
extent
necessary to comply with such rules and regulations, of the construction,
operation,
management and maintenance of the station to the extent necessary to
comply with
such rules and regulations. Nothing in this Agreement shall be construed
to: (a)
prevent or hinder Permittee from rejecting or refusing any STV broadcast
program
that it reasonably believes to be unsatisfactory, unsuitable or contrary
to
the public
interest, or from substituting a program that in its opinion is of
greater
local or
national importance; (b) deprive Permittee of the right of ultimate
decision
concerning the maximum amount of any STV program charge or fee; or
(c)
delegate to any other individual or entity ultimate authority over the
scheduling of
STV programs.
5. Payments. In consideration of Permittee's agreement to permit NTI to
transmit on
the Channel, NTI agrees to pay Permittee a monthly transmission fee of
Ten Cents
($.10) per Subscriber ("Transmission Fee"), beginning with and including
the first
calendar month immediately following the license date. Payment will be
due no
later than the twentieth (20th) day of the following month.
5.2 The number of Subscribers shall be determined by adding the number
of
Subscribers as of the last day of the prior month to the number of
Subscribers as of the then-current month, and then dividing by
two (2).
5.3 All payments from NTI to Permittee shall be paid in currency of the
United States of America by negotiable bank check drawn upon a
United
States bank insured by the FDIC made payable to the order of
********** and mailed to SEE SECTION 16 or to such other address
as
Permittee shall designate in writing to NTI. Payments shall be made
by
the twentieth (20th) day of the following month.
6. Insurance. It is agreed that Permittee shall be insured as a third party
insured under
any liability insurance obtained by NTI.
7. Construction. NTI shall bear all costs, including but not limited to,
consultant,
design, engineering, licensing and legal fees, associated with the
construction of the
Transmission Facilities and any subsequent modifications thereto. NTI
shall also
bear the costs of any licenses, permits, authorizations, or of such
sites.
NTI shall
, at its sole cost and expense, complete construction of the Transmission
Facilities
as authorized by the FCC. Upon completion of construction of the
Transmission
Application on the then-prescribed FCC form for submission to the FCC.
Permittee agrees to timely file the License Application with the FCC
after
its
receipt from NTI. NTI shall not be liable to make any payments under
Section 5
hereof during any delay caused by Permittee's failure to promptly file
such
License
Application. All lease, construction, legal, licensing and engineering
costs
or any
other costs associated therewith shall be the sole responsibility of and
be
paid by
NTI, and NTI shall reimburse Permittee within fifteen (15) days after
receipt of
invoice for reasonable payments made by Permittee and first approved in
writing
by NTI, which approval will not be unreasonably withheld or delayed.
7.1 Lease of Transmission Facilities to Permittee. In consideration of
the
sum
of ONE DOLLAR ($1.00), the receipt and sufficiency of which is
hereby
acknowledged, NTI shall lease the Transmission Facilities to
Permittee
for
a term equal to the duration of this Agreement, including any
renewals.
7.2 Operation and Maintenance. Subject to the provisions of Section 4,
NTI
shall, at its sole cost and expense, operate and maintain the
Transmission
Facilities in good operating condition and repair with Permittee
being
notified of all such repairs. All persons performing maintenance,
repairs
or any other duties shall work under ANTI's direct and continuing
supervision and in accordance with good engineering practices
consistent
with industry standards. In the event transmission service is
interrupted
for any reason, NTI shall notify Permittee immediately. NTI shall
be
solely responsible for the origination of all programming to be
transmitted
over the Channel, subject to the provisions of Section 4 hereof and
applicable FCC rules and regulations. All personnel required to
install,
operate and maintain any program origination and delivery facilities
shall
be provided by NTI, at its sole cost and expense, and such personnel
shall
be under NTI's exclusive control, and shall not be considered to be
employees or agents of Permittee for any purpose.
7.3 Governmental and Third Party Authorizations. The Parties agree to
take
no action that would jeopardize or otherwise impair the Construction
Permit or any other FCC approval or authorization necessary for the
LPTV Service. Permittee shall use its reasonable best efforts, and
NTI
shall cooperate with Permittee, to obtain any and all FCC or other
governmental licenses, permits, authorizations or approvals required
to
carry out the transactions contemplated by this Agreement; provided,
however, that Permittee shall not be required to pay for the
relocation,
reconstruction or similar costs associated with the Channel, which
costs
shall be the sole responsibility of NTI. Permittee also shall use
its
reasonable best efforts to cause the authorization for the Channel
to be
renewed.
7.4 Access. Throughout the term of this Agreement, including any
renewals
hereof, NTI shall provide, and/or cause others to provide, Permittee
with
reasonable access to all Transmission Facilities for emergency
repairs
and
routine inspection, provided that Permittee shall not utilize such
access
in
a manner which unreasonably interferes with NTI's use of the
Channel.
7.5 Site Lease. NTI either owns or has obtained a valid option to lease
or
lease for the transmission site and shall be responsible for
bearing all
expenses in connection with such site, including the payment of rent
and
all other costs and expenses of every nature. The site lease,
if any,
shall
be maintained and renewed by NTI throughout the term of this
Agreement, including any renewals hereof.
8. Representations and Warranties of NTI. NTI represents and warrants as
follows:
8.1 Organization. NTI is a corporation duly organized, validly
existing,
and
in good standing under the laws of the State of New Jersey. NTI is
qualified or otherwise entitled to do business in all jurisdictions
in
which
such qualifications or entitlement is required by reason of its
business,
activities, ownership or property. NTI has all requisite power and
authority to own its properties and to carry on its business. NTI
has all
requisite power to execute, deliver, and, subject to the regulatory
authority
of the FCC, perform this Agreement. The person executing this
Agreement on behalf of NTI is authorized to do so execute and to
bind
NTI to the term hereof.
8.2 Authorization. All necessary actions on the part of NTI to
authorize
the
execution and delivery of this Agreement and the performance of the
obligations of NTI herein have been taken. This Agreement is valid
and
legally binding upon NTI and enforceable in accordance with its
terms
except to the extent that enforceability thereof may be limited by
bankruptcy, insolvency, or the laws relating to the enforcement of
creditor's rights or by the application of equitable principles.
The
person
executing this Agreement on behalf of NTI is authorized to so
execute
and
bind NTI to the terms hereof.
8.3 No Violations. The exectution, delivery, and performance of this
Agreement and all actions and transactions contemplated hereby: (a)
will
not violate any provision of law or the Articles of Incorporation or
By-Laws of NTI, any order of any court or other agency of government to
which NTI is a party or by which it or any of its properties is
bound,
and
(b) will not violate, be in conflict with, result in a breach of, or
constitute
(with notice or lapse of time or both) a default under any
applicable
law,
order, or regulation, indenture, agreement, or other instrument to
which
NTI is a party of, by which it or any of its properties is bound and
which
has not been waived or consented to, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature
whatsoever
upon any of its property or assets.
9. Defaults. For the purpose of this Agreement, it shall be an "Event of
Default"
hereunder if: (a) NTI fails to make any payment due and payable under
this
Agreement within twenty (20) days after the date upon which a payment
is due
hereunder, and NTI does not cure such default within thirty (30) days
after
notice
of default is provided by Permittee to NTI; (b) any of the material
"Representations
or Warranties" of either party materially breaches any covenant or
agreement
herein or fails to comply with any material provision of this Agreement,
and any
such breach, failure or default continues for thirty (30) days after
written
notice
thereof, as contemplated herein, shall have been sent by the
non-defaulting
Party
to the defaulting Party.
10. Termination. Upon an Event of Default, the non-defaulting Party may
cancel this
Agreement and may pursue such legal and equitable remedies as may be
available.
11. Indemnification. Each Party shall indemnify, defend, and hold the other
Party
harmless from and against any and all claims, damages, causes of action,
penalties,
statutory damages, interest and costs and expenses, including attorneys'
fees,
arising directly or indirectly out of the acts, omissions, negligence or
willful
misconduct of said party, its employees or agents in connection with the
performance of this Agreement.
12. Representations, Warranties, and Covenants of Permittee. Permittee
represents and
warrants as follows:
12.1 Organization. Permittee, if a corporation or a limited
partnership, is
duly
organized, validly existing and in good standing in the state of its
formation. Permittee is qualified or otherwise entitled to do
business
in
all jurisdictions in which such qualification or entitlement is
required
by
reason of its business, activities, ownership or property.
Permittee has
all
requisite power and authority to own its own properties and to
carry on
its
business. Permittee has all requisite power to execute, deliver,
and,
subject to the regulatory authority of the FCC, perform this
Agreement.
The person signing this Agreement on behalf of Permittee is
authorized
to so execute and to bind Permittee to the terms hereof.
12.2 Authorization. All necessary actions on the part of Permittee to
authorize
the execution and delivery of this Agreement and the performance of
the
obligations of Permittee herein have been taken. This Agreement is
valid
and legally binding upon Permittee and enforceable in accordance
with
its terms except to the extent that enforceability thereof may be
limited
by
bankruptcy, insolvency, or the laws relating to the enforcement of
creditor's rights or by the application of equitable principles.
The
person
executing this Agreement on behalf of Permittee is authorized to so
execute and bind Permittee to the terms hereof.
12.3 Valid Construction Permit. The Construction Permit is in full force
and
effect.
12.4 No Violation. The execution and delivery of this Agreement by
Permittee
and the performance of Permittee's obligations hereunder are not in
violation or breach of, do not conflict with or constitute a default
under,
and will not accelerate or permit the acceleration of the
performance
required by any of the terms or provisions of any note, debt
instrument,
security agreement, or mortgage or any other contract or agreement,
written oral, to which Permittee is a party or by which its
Construction
Permit is bound and will not be an event which, after notice or
lapse or
time or both, will result in any such violation, notice or lapse
of time
or
both, will result in any such violation, breach, conflict, default,
or
acceleration, or under any law, judgment, decree, order, rule or
regulation
of any governmental authority or authority applicable to Permittee
and
will not result in the creation or imposition of any lien (whether
or not
perfected), encumbrance, equity or restriction in favor of any third
person
upon the Construction Permit; provided, however, that the Permittee
shall
not be in default of this provision if the FCC determines that any
provision of this Agreement, or the Agreement as a whole, violates
FCC
rules or policies or the Communications Act of 1934 as amended. In
such
event, the Parties shall negotiate in good faith such changes to the
Agreement so as to effectuate compliance with FCC requirements.
13. Limitation of Damages. The liability of NTI for damages of any kind
arising in
connection with this Agreement shall not exceed the aggregate amount
actually
paid by NTI to Permittee pursuant to Section 5 of this Agreement.
Permittee shall
not be liable for any consequential or similar damages. This Section
provides only
for a limitation of damages otherwise awardable, and shall not be
construed to
create an entitlement or legal right to the amounts of damages specified
herein
upon an Event of Default. No liability for damages shall be assessed
under this
Section except as a result of a final judgment on a complaint for damages
awarded
by a court of competent jurisdiction, or as otherwise agreed by the
Parties
to this
Agreement.
14. Permittee's Access to Records. From time to time and upon reasonable
notice to
NTI, Permittee or its accountants shall have the right to request
information or be
permitted at al reasonable times to inspect and copy all records of NTI
which
Permittee or its accountants or attorneys reasonably consider necessary
to
verify
NTI's compliance with the terms and provisions of this Agreement. It is
understood by Permittee that such information is to be held in confidence
and not
disclosed to any third parties without the prior written consent of NTI,
which
consent shall not be unreasonably withheld or delayed.
15. Specific Performance. The Parties acknowledge and agree that all of the
rights
reserved thereunder are necessarily of a special, unique, unusual and
extraordinary
character, which gives them a peculiar value, the loss of which cannot be
adequately or reasonably compensated for in damages in an action at law,
and that
the breach by either Party of any of the provisions of this Agreement
will
cause the
other Party irreparable injury and damage. Therefore, upon the
occurrence
of an
event of Default, the non-defaulting Party shall be entitled as a matter
of
right to
seek specific performance of the defaulting Party's obligations and
warranties
hereunder, and/or declaratory, injunctive or other equitable relief in
court
to correct
the Event of Default. No exercise of this right to specific performance
shall
constitute a waiver of such Party's other rights or remedies otherwise
existing law
or equity.
16. Notices. All notices, requests, consents and other communications
hereunder shall
be in writing, sent by U.S. registered Mail and shall be effective upon
receipt;
provided, however, that the refusal to accept receipt will constitute
receipt
for this
purpose, in each case addressed:
If to Permittee, to: ▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to NTI, to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President of Operations
Northeast Telecom, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to: Mullin, Rhyne, ▇▇▇▇▇▇ and ▇▇▇▇▇
Att: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
provided, however, that if any party shall have designated a different
address by
notice to the others, then to the last address so designated.
17. Waivers. Any waiver by any Party of any breach of or failure to comply
with any
provision of this Agreement by the other Party shall not be construed as
or
constitute a continuing waiver of such provision or a waiver of any other
provision
of this Agreement.
18. Complete Agreement. This Agreement sets forth the entire
understanding of the
Parties hereto and supersedes all prior agreements, covenants,
arrangements,
communications, representations, or warranties, whether oral or written,
by any
Party (or any officer, employee, or representative of any Party).
19. Governing Law; Construction. This Agreement shall be construed and
enforced
in accordance with and governed by the internal substantive law of the
State of
and of the United States of America. The headings of the
Sections of this
Agreement are inserted for convenience of reference only and shall not be
deemed
to constitute a part hereof. Unless otherwise stated, references in this
Agreement
to sections refer to the Sections of this Agreement.
20. Amendment; Termination. This Agreement may be amended or
terminated only
by an instrument in writing duly executed by the Parties, except as
otherwise
provided in this Agreement.
21. Force Majeure. If by reason of force majeure either party is unable in
whole or in
part to carry out its obligations hereunder, the Party shall not be
deemed
in
violation or default during the period of such inability. The term
"force
majeure"
as used herein shall mean the following: acts of God; acts of public
enemies; orders
of any kind of the government of the United States of America or of any
state or
state departments, agencies, political subdivisions, or officials,
or any civil
or
military authority; insurrections; riots; epidemic; landslides;
lightning;
earthquakes;
fires; hurricanes; volcanic activity; storms of extraordinary force;
floods;
washouts;
drought; civil disturbances; explosions; or any other cause or event not
reasonably
within the control of the adversely affected Party.
22. Counterparts. More than one counterpart of this Agreement may be
executed by
the Parties hereto, and each fully executed counterpart shall be deemed
an
original.
23. Dealings with Third Parties. Neither Party is, nor shall either Party
hold
itself out
to be, vested with any power or right to contractually bind, act on
behalf
of the
other as its contracting broker, agent or otherwise for committing,
selling,
conveying or transferring any of the other Party's assets or property,
contracting
for or in the name of the other Party, or making any agreement
contractually
binding upon such Party.
24. Severability. If any provision of this Agreement is declared void by any
court of
competent jurisdiction, the validity of any other provision of this
Agreement shall
not be affected.
25. Time of the Essence. Time shall be of the essence in the performance of
this
Agreement.
26. Survival. This Agreement shall be binding upon and inure to the benefit
of the
Parties hereto and their respective assigns, heirs, successors and legal
representatives.
27. Assignment. This Agreement may not be assigned by either Party
without the prior
written consent of the other Party, which consent shall not be
unreasonably
withheld or delayed, except that NTI may assign this Agreement to an
affiliated
entity or subsidiary without Permittee's prior approval.
28.. Attorney's Fees. If it shall be necessary for either Permittee or NTI to
employ an
attorney to enforce its rights pursuant to this Agreement because of the
default of
the other Party, the defaulting Party shall reimburse the prevailing
Party
for
reasonable attorney's fees.
29. No Third Party Beneficiaries. It is not the intent of either Permittee
or
NTI that
there by any third party beneficiary to this Agreement, and this
Agreement
is
exclusively for the benefit of Permittee and NTI and their respective
assigns.
30. Independent Relationship. Nothing in this Agreement shall be construed
as
creating an employer-employee relationship, partnership or joint venture
by and
between Permittee and NTI, and Permittee shall not be held responsible
for the acts
or omissions of NTI and vice versa.
31. No Conclusion as to Draftsmanship. Each Party has cooperated in the
drafting and
preparation of this Agreement. Hence, in any construction to be made of
this
Agreement, the same shall not, as a matter of law, be construed against
any Party.
32. Right of First Refusal.
(a) In the event Permittee receives a bona fide offer from a third
party to
purchase its Construction Permit or License, and Permittee desires
to
accept such offer, Permittee, within five (5) days of receiving such
offer,
shall notify NTI in writing and provide NTI with a copy of the same,
and
NTI shall have the right to acquire Permittee's Construction Permit
or
License on the same terms and conditions as offered by the third
party,
such right to be exercised by NTI within thirty (30) days of written
notice
by Permittee.
(b) In the event NTI does not exercise its right of first refusal
hereunder,
then
Permittee shall be free to assign or transfer its Construction
Permit or
License to the third party, subject to the condition that the
assignee or
transferee, as the case may be, agrees to be bound by all of the
terms
and
conditions of this Agreement as if it was an original party hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the
day and year first above written.
PERMITTEE:
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Its:
NORTHEAST TELECOM, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP Operations