Asset Purchase Agreement (Napster and AOL)
Category: Asset Purchase
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (“Agreement”) is dated as of January 11, 2007 (“Effective Date”), between Napster, LLC, a Delaware limited liability company with principal offices located at 9044 Melrose Avenue, Los Angeles, California 90069 (“Buyer”), AOL LLC (for certain limited purposes under Section 12.5, Article 14, Article 15, and Article 16 below), a Delaware limited liability company with principal offices located at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and AOL Music Now LLC, a Delaware limited liability company with principal offices located at 550 West Washington Boulevard, Chicago, Illinois 60661 (“Seller”). Buyer and Seller are, from time to time, referred to individually as a “party” and jointly or collectively as the “parties.”
RECITALS
WHEREAS, Seller desires to sell the Assets (as herein defined) to Buyer and Buyer desires to purchase the Assets from Seller for the consideration, terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
AGREEMENT
| 1. | DEFINITIONS AND USAGE. |
The following definitions shall apply for purposes of this Agreement:
“Advertising Agreement” means an advertising agreement as executed by the parties in a form attached to this Agreement as Exhibit C.
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