Exhibit 10.07.02


 


ASSET PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (this “Agreement”) is made as of this 18th day of May, 2016, by and among Delmarva Educational Association,
a Florida not-for-profit corporation (“Seller”), and Pennsylvania Media Associates, Inc., a Pennsylvania corporation
(“Buyer”).


 


Recitals


 


A.           Seller
is the holder of a Federal Communications Commission (“FCC”) construction permit for a new FM translator station, W222BT
to serve the community of Palm Coast, FL, (Facility ID No. 142973, FCC File No. BNPFT 20130815ABU) (the “Permit”).


 


B.           Seller
has agreed to sell the Permit to Buyer, and Buyer has agreed to purchase the Permit from Seller, on the terms and conditions set
forth herein.


 


Agreements


 


In consideration of
the foregoing, and the mutual covenants and agreements set forth below, Seller and Buyer hereby agree as follows:


 


1.          Assignment
Application. The parties shall cooperate in the prompt preparation and filing of an application with the FCC for consent to
the assignment of the Permit from Seller to Buyer (the “Assignment Application”). Such application is to be filed as
soon as is practicable. The parties shall cooperate in the diligent submission of any additional information requested or required
by the FCC with respect to such application, and shall take all steps reasonably required for the expeditious prosecution of the
Assignment Application to a favorable conclusion, and shall diligently oppose any objections to, appeals from or petitions to reconsider
such approval of the FCC, to the end that the FCC order granting consent to the assignment of the Permit may be obtained as soon
as practicable, provided, however, that in the event the application for assignment of the Permit has been designated for hearing,
then the party which is not the subject of the hearing (or which is not the party whose alleged actions or omissions resulted in
the designation for hearing) may elect to terminate this Agreement upon written notice to the other party..


 


2.          Assets
to be Conveyed. On the Closing Date, as defined in Section 6 hereof, Seller will sell, assign, transfer, convey and deliver
to Buyer:


 


a.           the
Permit; and


 


b.           any
files, records, and intangible property or property rights of Seller related to the Permit.


 


The foregoing assets
(the “Purchased Assets”) are to be conveyed by Seller to Buyer through an assignment and any other document of transfer
(the “Closing Documents”) customary for such purpose and satisfactory in form and substance to Buyer, Seller, and their
respective counsel. The Purchased Assets are to be conveyed to Buyer free and clear of any claims, liabilities, mortgages, deeds
of trust, assignments, liens, pledges, conditions, exceptions, restrictions, limitations, charges, security interests or other
encumbrances of any nature whatsoever (collectively, “Liens”).


 




     


     


    

 


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3.          No
Liabilities Assumed. Buyer shall not assume or in any manner be liable for any debts, liens, obligations or liabilities of
Seller, whether express or implied, known or unknown, contingent or absolute.


 


4.          Purchase
Price. The Purchase Price (“Purchase Price”) to be paid on the Closing Date by Buyer for the Purchased Assets shall
be Sixty Five Thousand Dollars $65,000), to be paid to Seller at Closing by wire transfer by Buyer of immediately available funds
to Seller.


 


5.          Allocation
of the Purchase Price. Buyer and Seller shall agree to an allocation of the Purchase Price as reasonably established
by Buyer. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income
and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal
Revenue Service in the form required by Treasury Regulation § 1.1060-1T.


 


6.          Closing.
The Closing, or the Closing Date, as used throughout this Agreement, shall take place within five (5) business days after the FCC
shall have consented to assignment of the Permit to Buyer and, unless waived by Buyer, in Buyer’s sole discretion, such consent
shall have become a Final Order, subject to satisfaction of or waiver of the other conditions precedent set forth above. The term
“Final Order” means such consent shall no longer subject to review, reconsideration, appeal, or remand under applicable
laws and the rules of the FCC.


 


7.          Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer that:


 


a.           Seller
is, and as of the Closing Date will be, a not-for-profit corporation, duly organized, validly existing and in good standing in
the State of Florida. Seller has the requisite power and authority to enter into and fulfill its obligations under this Agreement


 


b.           The
execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have or will be duly authorized
and approved by all necessary action on the part of Seller prior to Closing. No other or further corporate act on the part of Seller
is necessary to authorize this Agreement or the consummation of the transaction contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of Seller, enforceable in accordance with its terms.


 


c.           Subject
to obtaining the approval of the FCC, the execution, delivery and performance of this Agreement (i) does not require the consent
of any third party, and (ii) will not conflict with, result in a breach of, or constitute a default under any agreement or
instrument to which Seller is a party or by which Seller is bound, or under any law, judgment, order, decree, rule or regulation
of any court or governmental body which is applicable to Seller or the Permit.


 




     


     


    

 


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d.           Seller
knows of no reason related to its qualifications which would disqualify it from holding the Permit or assigning the Permit to Buyer.
The Permit is valid and in full force and effect and constitutes all of the authorizations issued by the FCC in connection with
the construction and/or operation of the new FM translator as provided in the Permit. Other than as set forth in the publicly available
FCC records, the Permit is not subject to any restriction or condition that would limit in any respect the construction and/or
operation of the FM translator as now intended. There is not pending or threatened any action by or before the FCC to revoke, suspend,
cancel, rescind or modify the Permit (other than proceedings relating to FCC rules of general applicability), and there is no order
to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint by or before the FCC, pending
or threatened, against Seller regarding the Permit.


 


e.           Seller
has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with
respect to the Permit, and all such reports, applications and documents are complete and correct in all material respects.


 


f.            Seller
has, and on the Closing Date will have, good and marketable title to all the Purchased Assets, free and clear, of all claims and
Liens.


 


g.           There
are no leases or contracts pertaining to the Purchased Assets, and between now and the date of Closing, Seller shall not, without
the consent of Buyer, enter into any leases or contracts pertaining to the Purchased Assets or dispose of or agree to sell any
of the Purchased Assets.


 


h.           There
is and will be no claim, action, litigation, government inquiry, government proceeding or other similar matter, pending or threatened,
pertaining to the Purchased Assets. There is no basis for any such claim, action, litigation, government inquiry, government proceeding
or other similar matter, which would individually or in the aggregate materially adversely affect the Purchased Assets.


 


i.            No
insolvency proceedings of any character including without limitation, bankruptcy, receivership, reorganization, composition or
arrangement with creditors, voluntary or involuntary, affecting the Seller or the Purchased Assets, are pending or threatened,
and Seller has made no arrangement for the benefit of creditors, nor taken any action with a view to, or which would constitute
the basis for the institution of, any such insolvency proceedings.


 


j.            Seller
has filed all federal, state and local tax returns which are required to be filed, and has paid all taxes and all assessments to
the extent that such taxes and assessments have become due, other than such returns, taxes and assessments, the failure to file
or pay would not, individually or in the aggregate, materially adversely affect the Purchased Assets.


 


k.          No
agent, broker, investment banker, or other person or firm acting on behalf of or under the authority of Buyer or any affiliate
of Buyer is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or
indirectly, from Seller in connection with transactions contemplated by this Agreement.


 




     


     


    

 


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l.            None
of the representations or warranties made by Seller, nor any statement made in any document or certificate furnished by Seller
pursuant to this Agreement contains or will contain at the Closing, any untrue statement of a material fact, or omits or will omit
at the Closing, to state any material fact necessary in order to make the statements contained herein or therein, in the light
of the circumstances under which they were made, not misleading.


 


8.          Representations
and Warranties of Buyer. Buyer hereby represents and warrants to Seller that:


 


a.           Buyer
is, and as of the Closing Date will be, a corporation duly organized, validly existing and in good standing in the State of Pennsylvania.
This Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.


 


b. The execution
and delivery of this Agreement and the consummation of the transaction contemplated hereby have or will be duly authorized and
approved by all necessary action on the part of Buyer prior to Closing. No other or further corporate act on the part of Buyer
is necessary to authorize this Agreement or the consummation of the transaction contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.


 


c.           Buyer
knows of no reason related to its qualifications that would disqualify it from acquiring the Permit from Seller.


 


d.           Buyer
has the financial resources necessary to consummate the transaction contemplated by this Agreement.


 


e.           No
agent, broker, investment banker, or other person or firm acting on behalf of or under the authority of Buyer or any affiliate
of Buyer is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or
indirectly, from Seller in connection with transactions contemplated by this Agreement.


 


f.            None
of the representations or warranties made by Buyer, nor any statement made in any document or certificate furnished by Buyer pursuant
to this Agreement contains or will contain at the Closing, any untrue statement of a material fact, or omits or will omit at the
Closing, to state any material fact necessary in order to make the statements contained herein or therein, in the light of the
circumstances under which they were made, not misleading.


 


9.          Expenses.
Except as are otherwise specified in Section 10 herein, all expenses involved in the preparation and consummation of this
Agreement shall be borne by the party incurring such expense, provided, however, that the filing fee for the FCC assignment application
shall be borne equally by Buyer and Seller.


 




     


     


    

 


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10.         Modification
of the Permit. Seller hereby grants its consent for Buyer to file in Buyer’s name, pursuant to Section 73.3517(a) of
the FCC’s rules, an application on FCC Form 349 to modify the facilities authorized under the Permit (the “Minor Mod
Application”). Such application shall be prepared and filed in accordance with the procedure specified by the FCC pursuant
to MB Docket 13-249 to request modifications to the Permit and/or a change in the transmitter site for the Permit to a location
designated by Buyer which, if approved by the FCC, will permit the Translator to be used as a fill-in for Buyer's Class C or Class
D AM radio station WBZW(AM). Such Minor Mod Application shall include a request that the Permit expiration date be tolled for a
period to include reasonable construction time following the grant of (a) the Assignment Application and (b) the Minor Mod Application.
Notwithstanding anything to the contrary contained herein, Buyer will assume all the expenses, duties of prosecution (including,
without limitation, reasonable technical modifications and good-faith negotiations to settle mutually exclusive FM modification
applications filed by third-parties), and risk attendant to the Minor Mod Application, the post-closing construction, and use of
the Permit.


 


11.         Seller’s
Closing Conditions. All obligations of Seller to consummate the transactions contemplated by this Agreement are subject to
the fulfillment, on or prior to the Closing Date, of each of the following conditions which, except for the initial consent of
the FCC to the assignment, may be waived in whole or in part by Seller:


 


a.           the
FCC shall have consented to the assignment of the Permit to Buyer without any condition materially adverse to Seller; and


 


b.           Buyer
shall have delivered the balance of the Purchase Price in the manner specified in Section 3 hereof.


 


12.         Buyer’s
Closing Conditions. All obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the
fulfillment, on or prior to the Closing Date, of each of the following conditions which, except for the initial consent of the
FCC to the assignment, may be waived in whole or in part by Buyer:


 


a.           the
FCC shall have consented to the assignment of the Permit to Buyer without any condition materially adverse to Buyer, and such consent
shall have become a Final Order;


 


b.           Seller
shall have executed and delivered to Buyer the Closing Documents and conveyed the Purchased Assets to Buyer in accordance with
this Agreement;


 


c.           all
representations and warranties of Seller made herein shall be true and correct in all material respects as of the Closing Date;
and


 


d.           as
of the Closing Date, Seller shall have complied in all material respects with all covenants and conditions of this Agreement.


 




     


     


    

 


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13.         Termination.
This Agreement may be terminated by the parties as follows:


 


a.           If
either Buyer or Seller shall be in material breach of this Agreement, and such breach is not cured after twenty (20) days’
written notice from the other party or, if the breach is not of a type that can be cured within such time period, then after a
reasonable time to cure such breach so long as the breaching party has commenced good faith diligent efforts to cure such breach
within said time period and thereafter diligently pursues such cure to completion, then the other party, if not then in material
breach itself, may terminate this Agreement. In the event of a material breach of this Agreement by Seller, instead of termination
of this Agreement and seeking damages from Seller, Buyer shall alternatively have the right to seek and obtain specific performance
of the terms of this Agreement, it being agreed by Seller that the Purchased Assets are unique assets. If any action is brought
by Buyer pursuant to this subsection to enforce this Agreement, Seller shall waive the defense that there is an adequate remedy
at law. In the event of termination of this Agreement by Seller as a result of an uncured breach of this Agreement by Buyer, Seller’s
sole and exclusive remedy shall be payment from Buyer to Seller of the amount of $6,500.00 as liquidated damages. THE DELIVERY
OF THE LIQUIDATED DAMAGES AMOUNT TO SELLER SHALL BE CONSIDERED LIQUIDATED DAMAGES AND NOT A PENALTY, AND SHALL BE THE RECIPIENT’S
SOLE REMEDY AT LAW OR IN EQUITY FOR A BREACH HEREUNDER IF CLOSING DOES NOT OCCUR. BUYER AND SELLER EACH ACKNOWLEDGE AND AGREE THAT
THIS LIQUIDATED DAMAGE AMOUNT IS REASONABLE IN LIGHT OF THE ANTICIPATED HARM WHICH WILL BE CAUSED BY A BREACH OF THIS AGREEMENT,
THE DIFFICULTY OF PROOF OF LOSS, THE INCONVENIENCE AND NON-FEASIBILITY OF OTHERWISE OBTAINING AN ADEQUATE REMEDY, AND THE VALUE
OF THE TRANSACTION TO BE CONSUMMATED HEREUNDER.


 


b.           If
the FCC or a court shall have issued an order or taken any other action, in any case having the effect of permanently restraining,
enjoining or otherwise prohibiting or making the transaction not feasible, and such order or other action is finally determined,
then either party may terminate this Agreement provided, however, that the right to terminate this Agreement under this Section
13(b) shall not be available to a party whose failure to fulfill any obligation under this Agreement shall have been the principal
cause of, or shall have resulted in, such order or action.


 


c.           If
the Closing has not occurred within twelve (12) months after the date of this Agreement, then either party may terminate this Agreement,
provided, however, that the right to terminate this Agreement under this Section 13(c) shall not be available to any party whose
failure to fulfill any obligation under this Agreement shall have been the principal cause of, or shall have resulted in unreasonable
delay in the Closing.


 




     


     


    

 


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14.         Survival.
The representations and warranties of Buyer and Seller set forth above shall survive the Closing Date for a period of twelve (12)
months (the “Survival Period”), except that for any representation or warranty of Buyer or Seller as to such party’s
qualifications and authority to consummate the transactions contemplated hereby, title of the parties to the Purchased Assets,
any tax obligations of Seller, or the Purchased Assets being free and clear of any liens the Survival Period shall be indefinite.
Seller indemnifies and holds Buyer harmless from any loss, liability, damage or expense (including legal and other expenses incident
thereto) arising from or pertaining to (a) ownership of the Purchased Assets prior to the date of Closing or (b) breach of any
covenants, representations or warranties of this Agreement, by Seller. Buyer indemnifies and holds Seller harmless from any loss,
liability, damage or expense (including legal and other expenses incident thereto) arising from or pertaining to (a) ownership
or operation of the Purchased Assets subsequent to the date of Closing or (b) breach of any covenants, representations or warranties
in this Agreement, by Buyer. No claims may be brought under this Agreement unless written notice describing in reasonable detail
the nature and basis of such claim is given on or prior to the last day of the Survival Period. In the event such notice is given,
the right to indemnification with respect thereto under this provision shall survive the applicable Survival Period until such
claim is finally resolved and any obligations with respect thereto are fully satisfied, and the indemnifying party shall be entitled
at its own expense to compromise or defend against the claim with counsel reasonably satisfactory to the indemnified party; provided,
that once the defense thereof is assumed by the indemnifying party, the indemnifying party shall keep the indemnified party advised
of all developments in the defense thereof and any related litigation, and the indemnified party shall be entitled at all times
to participate in the defense thereof at its own expense.


 


15.         Control
of Permit. Between the date of this Agreement and the Closing Date, Buyer shall not control the Permit, which shall remain
the sole responsibility and under the control of Seller, subject to Seller's compliance with this Agreement.


 


16.         Entire
Agreement. This Agreement, together with all exhibits and schedules hereto, constitute the entire agreement between the parties
and supersede any prior negotiations, agreements, understandings or arrangements between the parties with respect to the subject
matter hereof.


 


17.         Amendments
and Waivers. No term or provision of this Agreement may be amended, waived, discharged or terminated orally but only by an
instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought.
Any waiver shall be effective only in accordance with its express terms and conditions.


 


18.         Construction
and Enforcement. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Florida.
Any disputes arising out of this Agreement shall be resolved in state or federal court in Florida.


 


19.         Successors
and Assigns. This Agreement shall inure to the benefit of and be binding on the permitted successors and assigns of the parties
hereto. This Agreement and any rights hereunder shall not be assignable by either party hereto without the prior written consent
of the other party. Notwithstanding the foregoing, Buyer may in its sole and absolute discretion, assign all of its right, title,
interest and obligation under this Agreement to any entity controlled by, or under common control with Buyer, including any subsidiary
of Salem Media Group, Inc.


 


20.         Cooperation.
Both before and after the Closing, Seller and Buyer shall each cooperate, take such actions and execute and deliver such documents
as may be reasonably requested by the other party in order to carry out the provisions of this Agreement.


 


21.         Notices.
All notices hereunder shall be delivered in writing and shall be deemed to have been duly given if delivered and received by certified
or registered mail, return receipt requested, or by expedited courier service, to the following addresses or such other addresses
as any party may provide by written notice:


 




     


     


    

 


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		To Seller:	Delmarva Educational Foundation



3780
Will Scarlet Road


Winston-Salem,
North Carolina 27104


Attention:
Nancy Epperson


                 President


 


		To Buyer:	Pennsylvania Media Associates, Inc.



4880 Santa
Rosa Road


Camarillo,
California 93012


Attention: Christopher J. Henderson,

                  Senior Vice President/Secretary


 


22.         Exclusivity.
While this Agreement is in effect, Seller agrees not to engage in any discussions or negotiations concerning any potential sale
of the Purchased Assets to any party other than Buyer or its assigns.


 


23.         Attorneys’
Fees. If any action at law or equity is brought, whether in a judicial proceeding or arbitration, to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses from
the other party, which fees and expenses shall be in addition to any other relief, which may be awarded.


 


24.         Counterparts.
This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Executed copies of this Agreement transmitted by facsimile or other electronic means shall be valid and binding.


 


[The remainder of
this page has been intentionally left blank. 

Signatures appear on the next page.]


 




     


     


    

 


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                                         Purchase Agreement


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9 of 9



 


[Signature page to
Asset Purchase Agreement]


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	SELLER:
	 	 
	 	DELMARVA EDUCATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Nancy. A. Epperson
	 	 	Nancy A. Epperson
	 	 	President
	 	 	 
	 	BUYER:
	 	 
	 	PENNSYLVANIA MEDIA ASSOCIATES, INC.
	 	 
	 	By:	/s/ Christopher J. Henderson
	 	 	Christopher J. Henderson
	 	 	Senior Vice President/Secretary