Exhibit 10.15
ASSET PURCHASE AGREEMENT
by and among
STARVOX COMMUNICATIONS, INC.
and
CAPITAL TELECOMMUNICATIONS, INC.,
individually and collectively as the "Seller"
and
MANHATTAN TELECOMMUNICATIONS CORPORATION,
and
EACH OF THE SEVERAL PURCHASER DESIGNEES
individually and collectively as the "Purchasers"
Dated and Effective
as of
November 21, 2007
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is executed to
be effective as of November 21, 2007 ("Effective Date"), by and among
(A)
each of STARVOX COMMUNICATIONS, INC., a
Delaware corporation ("StarVox"), and its wholly-owned subsidiary, CAPITAL
TELECOMMUNICATIONS, INC., a Pennsylvania corporation ("CTI"), each of StarVox
and CTI individually and collectively comprising, and referred to herein as,
"Seller"; and
(B)
MANHATTAN TELECOMMUNICATIONS CORPORATION, a
Delaware corporation ("MTC"), and each of those certain wholly-owned MTC
subsidiaries identified on Schedule 1.5 as PURCHASER DESIGNEES, MTC and each
such Purchaser Designee individually and collectively comprising, and referred
to herein as, "Purchaser".
Seller and Purchaser may be referred to in this Agreement individually as a
"Party" and, collectively, as the "Parties".
W I T N E S S E T H:
WHEREAS, Seller is a facilities-based provider of wholesale and retail voice and
data communications and internet services and, in such connection, is engaged in
reselling communications access lines to those Business Customers (as
hereinafter defined)
located within territory serviced by Verizon
Communications, including, without limitation, the States of Delaware,
Pennsylvania, Maryland, New Jersey and portions of Connecticut (collectively,
the "Verizon Territory"); and
WHEREAS, on the terms and subject to the conditions set forth in this Agreement,
Seller desires to sell, and Purchaser desires to purchase, those certain assets
that are defined herein as the Subject Assets;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained in this Agreement and other good and adequate consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS
1.1.
PURCHASE AND SALE.
IN ACCORDANCE WITH THE TERMS AND SUBJECT TO
THE CONDITIONS SET FORTH IN THIS AGREEMENT, AND FOR THE CONSIDERATION HEREIN
STATED, ON THE CLOSING DATE (AS DEFINED BELOW), SELLER AGREES TO SELL, CONVEY,
ASSIGN AND TRANSFER TO PURCHASER, AND PURCHASER AGREES TO PURCHASE AND ACCEPT
FROM SELLER, ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING
(COLLECTIVELY, THE "SUBJECT ASSETS"):
(A)
ALL OF THE TELECOMMUNICATIONS BUSINESS ACCESS LINES WITHIN THE
VERIZON TERRITORY ("BUSINESS ACCESS LINES") BEING PROVIDED AS OF THE EFFECTIVE
DATE AND UP THROUGH THE APPLICABLE CLOSING DATE BY SELLER ON A RESALE (OR OTHER
NON-PRIMARY-CARRIER) BASIS TO THOSE BUSINESS CUSTOMERS AS SO IDENTIFIED ON THE
VERIZON BILLING AND CUSTOMER SERVICE DATA TO SELLER (AS HEREINAFTER DEFINED) AS
OF THE CLOSING DATE (TOGETHER WITH THEIR SUBSIDIARIES, AFFILIATES, SUCCESSORS,
TRANSFEREES, ASSIGNS, AGENTS OR OTHER RELATED PERSONS, COLLECTIVELY THE
"BUSINESS CUSTOMERS").
THE NUMBER OF BUSINESS ACCESS LINES OF BUSINESS
CUSTOMERS WHICH SELLER CLAIMS EXIST WITHIN THE VERIZON TERRITORY IS
APPROXIMATELY 17,560 (THE "REPRESENTED NUMBER").
ON THE CLOSING DATE, SELLER
SHALL PROVIDE PURCHASER WITH