Common use of Agreement to Sell Clause in Contracts

Agreement to Sell. At the Closing, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (the "Assets"), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the closing of the transaction contemplated herein (the “Closing”), upon which is occurring on the date hereof (the “Closing Date”), and in accordance with the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, Seller hereby agrees to shall grant, sell, grant, convey, transfer, assign and deliver unto Buyer to Buyer, all of the following assets (the "Assets")assets, free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions properties and rights of others any kind, whether tangible or intangible, real or personal, of Seller related to and/or constituting the Business, or used therein ("Liens")except for Excluded Assets, with as defined in Section 1.2 hereof) (collectively, the exception of those liens“Acquired Assets”) including, encumbranceswithout limitation, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substancefollowing: (a) All the Facility, which is the only real property owned by the Seller and used in the Business (“Owned Real Property”) and all fixtures, furniture, fixtures, machinery, equipment, computers (including both hardware and software) accessories, attachments, ancillary devices, tooling, dies and other assets tangible personal property owned by Seller located at the Facility and used in connection with the operation of the theaters as Business and all fixtures, furniture, machinery, equipment, accessories, attachments, ancillary devices, tooling, dies and other tangible personal property owned by Seller located elsewhere and used in connection with the operation of the Business (exclusive of employee owned tools) listed in or described on Schedule 1.1 (a1.1(a) attached hereto (collectively, the "Theaters"“Fixed Assets”).; (b) All inventory supplies owned by Seller and used in connection with the operation of the Business; (c) All inventories of the Business owned on the Closing Date or located at vendors awaiting purchase (collectively, the “Inventory”); (d) All of Seller’s rights in any written agreement, contract, lease, loan, evidence of indebtedness, purchase order, letter of credit, indenture, security or pledge agreement, franchise agreement, covenant not to compete, employment agreement, license, instrument, obligation or commitment to which the Seller is a party, all of which relate to the Business and (except for a listing of open purchase orders which has separately been provided to Buyer or that do not involve an amount greater than fifty thousand dollars ($50,000)) are listed on Schedule 1.1(d) (“Contracts”); (e) those specific accounts and notes receivable (whether current or noncurrent), earned but unbilled revenues, if any, refunds, deposits, prepayments and unbilled costs and fees of the Business and a statement of such other assets of the Business, in each case that are listed on Schedule 1.1(e) (“Accounts Receivable”); (f) all prepaid items related to the Theaters Business listed on Schedule 1.1(f) hereto; (g) All rights, if any, in any intellectual property owned by Seller and used in the Business, including any copyrights, trademarks, service marks, logos, trade dress, trade names, and goodwill related thereto, technology rights, patents, patent applications and licenses, computer software (including without limitation any source or object codes therefor or documentation relating thereto), trade secrets, franchises, know-how, inventions, designs, specifications, plans, drawings, specifications, and intellectual property rights, in addition to all registrations, applications and common-law rights related thereto, all rights to obtain renewals, reissues and extensions of registrations or other legal protections related thereto, and all rights to sxx at law or in equity for any and all damages and relief from any infringement, misappropriation or other impairment or violation thereof occurring prior to the Closing Date, including, without limitation, the intellectual property set forth on Schedule 2.19(a); (h) The unregistered name “ALPHA SECURITY PRODUCTS, INC.,” and the corresponding logos and all names under which the Seller does business in connection with the Business, and except as set forth on Schedule 1.1(h), all telephone, fax, data line numbers, any other such numbers, all internet related assets, including all web sites, and all rights related thereto or in connection therewith, together with the goodwill of the Business appertaining thereto; (i) All licenses, franchises, consents, permits and other authorizations for the operation of the Business (to the extent transferable and if not transferable, are so marked) including all of the foregoing that are material and are listed on Schedule 1.1(i) hereto (collectively, the “Licenses”); (j) All claims, causes of action, rights of recovery and rights of set-off of any kind, against any person or entity, including, but not limited to, any encumbrances or other rights to payment or to enforce payment in connection with products delivered or services provided by the Seller on or prior to the Closing Date; (ck) All inventory operating data and records of Seller used in the hands Business, including information, files, records, data, employee files, plans, Contracts and recorded information, customer and supplier lists, bills of suppliers for which Seller is committed with respect to material, customer pricing information, correspondence, office supplies, budgets and similar documents and records (collectively, the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto“Records”); (dl) Leaseholds Customer and other deposits related to the Business, all of which that include an amount greater than fifty thousand dollars (including without limitation$50,000) are listed in Schedule 1.1(l) hereto; and (m) All manufacturer warranties or other warranty rights relating to the Acquired Assets, if any and all rights under, or pursuant to, all warranties, representations and guarantees made by third parties in connection with the Assets or services furnished to the Seller pertaining to the Business or affecting the Assets, to the extent leased by Sellersuch warranties, landrepresentations and guarantees are assignable, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property those which are not assignable are listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"1.1(m); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the Closing, upon Subject to the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, Seller hereby agrees grants, sells, conveys, assigns, transfers and delivers to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets Purchaser (the "AssetsTransfer"), free and clear Purchaser accepts the Transfer and assumes all liabilities arising therefrom, all of all liensSeller's right, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions title and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions interest in and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substanceto: (a) All owned furniturethe recipe, fixtures, machinery, equipment, computers (including both hardware ingredient list and software) and other assets used manufacturing instructions utilized by Seller in connection with the operation manufacture of the theaters as listed in Schedule 1.1 (a) attached hereto (the "TheatersPull-Apart Cakes").; (b) All inventory of the equipment utilized by Seller related at the Bakery to manufacture the Theaters on Pull-Apart Cakes, namely a Rondo Make-Up Line, a Rondo Compass 3000 Sheeter and a Rondo PG 101 Climator (the Closing Date"Equipment"); (c) All Seller's rights and obligations under the leases for the Equipment, copies of which are annexed hereto as EXHIBIT A (the "Equipment Leases"); (d) Seller's obligation to purchase a certain existing inventory of private labeled master cases for the Pull-Apart Cakes manufactured prior hereto by Sayco Container Corporation and Matco United, Inc. (collectively the "Packaging Manufacturers") until the entire existing inventory of the Master Cases held by the Packaging Manufacturers shall have been exhausted (e) all of Seller's rights, title and interest in the hands of suppliers for which Seller is committed with respect and to the Theaters Broker Agreements pursuant to which the Pull-Apart Cakes are marketed to Seller's customers, copies of which agreements are annexed hereto as of EXHIBIT B; (f) all raw materials, packaging or finished goods (the date hereof or "Inventory") related solely to the Pull-Apart Cakes and on hand at the Bakery on the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, hereinafter defined; All of the foregoing are hereinafter collectively referred to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (as the "LeasesAssets.") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the Closing(a) Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreementhereinafter set forth, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets of the Maid Service (collectively, the "“Assets"”), free including, without limitation, the following: (1) The equipment and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 supplies described in Exhibit A attached hereto (collectively, the "Permitted Liens"“Equipment”), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance:; (a2) All owned The furniture, fixtures, machinery, equipment, computers (including both hardware fixtures and software) and other assets used leasehold improvements described in connection with the operation of the theaters as listed in Schedule 1.1 (a) Exhibit A attached hereto (collectively, the "Theaters"“Office Furnishings”); (3) The business records of the Maid Service (collectively, the “Business Records”); (4) The Goodwill of the Maid Service (the “Goodwill”); (5) The intellectual property of the Maid Service described in Exhibit A hereto; (6) The business records of the Maid Service, which shall include all original business records and financial and credit records Maid Service (collectively, the “Business Records”). (7) Restrictive Covenant Agreement of Seller, Exhibit C. (b) All inventory The sale and purchase described hereunder shall not include, and Seller shall retain, all cash, accounts receivable, securities, and cash equivalents and all other assets, property and rights of Seller related to and the Theaters on the Closing Date;Maid Service not otherwise specified above and including, but not limited to, those specifically described in Exhibit A. (c) All inventory in the hands of suppliers for which As Seller is committed with respect to the Theaters retaining accounts receivable as of the date hereof or of Closing, Seller shall also refund any credit balances owed to its customers of the Closing DateMaid Service prior to Closing. Seller has agreed to collect accounts receivable, as listed on Schedule 1.1(cwhich the Seller has retained, at no cost to and without the assistance of Purchaser. Purchaser agrees to and acknowledges this arrangement. Purchaser is not assuming any credit balance(s) attached hereto;due to Seller’s clients. (d) Leaseholds (including without limitationSeller is transferring ownership to Purchaser of the supplies and inventory in stock in the Seller’s Maid Service as of Closing, to the extent leased by Sellerunless an item or items are specifically excluded in this sale and listed as Exhibit B, landcollectively, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "LeasesExcluded Assets") . Seller is warranting that the inventory levels in the business will equal or exceed the allocation amount for such inventory used in this Agreement. For purposes of this Agreement, the term “inventory” includes; business assets, office paper goods (except personalized items of Seller), office supplies, and all items historically used in Seller’s Maid Service not specifically itemized on Exhibit A of this Agreement. Seller further states that, prior to Closing, Seller has made a reasonable effort to replace depleted supplies and inventory items at Seller’s cost in order to leave the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to office inventory at levels that have historically been used in the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property");Maid Service. (e) Certain contracts, trade names and equipment leases to which The Parties acknowledge that Seller is personally and ultimately responsible for providing and maintaining the informational content of the Business Records; The Parties acknowledge that a party listed on Schedule 1.1(e) attached hereto; (f) The current assets portion of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under total Purchase Price is for the Leases; and (g) The name "Landmark Theatre Corporation" and assignment of Seller’s interest in the tradename "Landmark"Business Records.

Agreement to Sell. At Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, for the Closing, upon the terms Purchase Price (as hereinafter defined) on and subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Buyer set forth in this Agreement, Seller hereby agrees all of Seller’s right, title and interest in and to sellthe following: A. The real property (“Real Property”) located at 0000 Xxxxxx Xxxx, grantMechanicsburg, conveyPA 17055, transfer, assign and deliver unto Buyer the following assets (the "Assets"), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed more particularly described on Schedule 1.1 Exhibit “A” attached hereto (the "Permitted Liens")and made a part hereof, such sale together with all structures and transfer improvements thereon, all fixtures therein or thereto and all privileges, easements and appurtenances pertaining thereto, including all of Seller’s right, title and interest in and to be evidenced by documents reasonably satisfactory to Buyer in form any adjacent or adjoining streets, alleys, or rights-of-ways and substance:any strips or gores; (a) B. All owned furniturepersonal property, construction materials, supplies, fixtures, machinery, equipment, computers (including both hardware and software) equipment and other assets personal property of every kind, character and description owned by Seller located on, attached to, and used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto Real Property, but excluding any personal property that is leased (the "Theaters"“Personal Property”).; (b) C. All inventory of Seller related roads, streets, alleys, water privileges, association rights and easements belonging or appurtenant to the Theaters Real Property; D. All buildings, fixtures, mechanical systems and other improvements (“Improvements”) located on the Closing DateReal Property; E. All of Seller’s interest, as landlord, in that certain Agreement of Lease dated May 9, 2011 by and between the Administrative Office of Pennsylvania Courts (c“Tenant”) and Corporate Gateway, L.P., as amended by that certain First Amendment to Agreement of Lease dated July 16, 2014 by and between Seller and Tenant and as further amended by the hereinafter defined Second Lease Amendment (collectively, the “Lease”), all general ledger(s), accounting records and tenant files in Seller’s possession or control, with respect to or relating to the Real Property or the Personal Property (the “Records”); F. All inventory licenses, permits, approvals, variances and similar documents, plans, drawings, specifications and surveys in the hands of suppliers for which Seller is committed Seller’s or Seller’s representatives’ possession or control with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitationReal Property, to the extent leased by Sellerassignable without expense to Seller (the “Permits”), land, buildings, structures, fixtures, appurtenances subject to the provisions of applicable legal requirements; and G. All assignable service and improvements) maintenance contracts and equipment leases relating to the Theaters, including without limitation Real Property that are in Seller’s or Seller’s representatives’ possession (“Contracts”). All of the leases relating above-described property interests are collectively referred to real property listed on Schedule 1.1(d) (herein as the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating “Property”. Notwithstanding anything contained herein to the Theaters listed on Schedule 1.1(d)(icontrary, the Property does not include, and Seller will not convey to Purchaser (and may expressly exclude from any conveyance document) the following: (i) any appraisals, budgets or economic evaluations of, or projections with respect to, all or any portion of the "Fee Property", and (ii) any documents, materials or information that are subject to attorney/client work product or similar privilege, that constitute attorney communications with respect to the Property and/or Seller, or that are subject to a confidentiality agreement (collectively, the “Excluded Assets”); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the Closing, upon On the terms and subject to the conditions of set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from such Seller, all of such Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) from the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations representations, warranties and warranties covenants of Buyer such Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (the "Assets"Section 1.1(a), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions together with such proceeds and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing DateContributed Receivables, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (are herein collectively called the "LeasesRelated Rights.") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the Closing, upon On the terms and subject to the conditions of set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from Seller, all of Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of Seller that existed and was owing to Seller as of the close of Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) transferred to the Seller pursuant to the Sale Agreement from the close of Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by Seller, the Company, the Originator or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that the Seller, the Originator, the Company or the Servicer (if other than Seller) applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations representations, warranties and warranties covenants of Buyer Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (Section 1.1(a) are herein collectively called the "AssetsRELATED RIGHTS."), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

Agreement to Sell. At the Closing, upon On the terms and subject to the conditions of set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from each Seller, all of such Sellers' right, title and interest in and to: (i) each Receivable of such Seller that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable created or originated by such Seller from the close of such Sellers' business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all Contracts and all Related Security with respect to the Receivables originated by such Seller whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lock-Boxes, the Collection Account, all amounts on deposit therein and all related agreements between such Seller and the Lock-Box Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds (as defined in the UCC) of, Receivables sold, assigned and transferred to the Company hereunder or any other of the foregoing received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of Receivables sold, assigned and transferred to the Company hereunder, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of any Receivable sold, assigned and transferred to the Company hereunder and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations representations, warranties and warranties covenants of Buyer the respective Seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (Section 1.1(a) are herein collectively called the "Assets"), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "LandmarkRELATED RIGHTS".

Agreement to Sell. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date (or, in the case of Xxxx Printing, Port City and any other Seller made a part of this Agreement pursuant to Section 9.1 (each, an "Additional Seller"), from the related Seller Addition Date) until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from each Seller, all of such Sellers' right, title and interest in and to: (i) each Receivable of such Seller that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date (or, in the case of any Additional Seller, as of the close of such Additional Seller's business on the Business Day immediately preceding the related Seller Addition Date (the "Additional Seller Cut-Off Date")); (ii) each Receivable created or originated by such Seller from the close of such Sellers' business on the Initial Cut-Off Date (or in the case of an Additional Seller, from the close of such Additional Seller's business on the related Additional Seller Cut-Off Date), to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all Contracts and all Related Security with respect to the Receivables originated by such Seller whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lock-Boxes, the Collection Account, all amounts on deposit therein and all related agreements between such Seller and the Lock-Box Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds (as defined in the UCC) of, Receivables sold, assigned and transferred to the Company hereunder or any other of the foregoing received on or after the Initial Cut-Off Date (or, in the case of an Additional Seller, on or after the related Additional Seller Cut-Off Date) including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of Receivables sold, assigned and transferred to the Company hereunder, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of any Receivable sold, assigned and transferred to the Company hereunder and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations representations, warranties and warranties covenants of Buyer the respective Seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (Section 1.1(a) are herein collectively called the "Assets"), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto; (d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property"); (e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto; (f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and (g) The name "Landmark Theatre Corporation" and the tradename "LandmarkRelated Rights".

Agreement to Sell. At the ClosingClosing (hereinafter defined), the Seller shall sell, grant, convey, transfer, assign and deliver the Assets to the Purchaser, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (the "Assets"), free and clear . The Assets consist of all liensof the Seller's right, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions title and rights of others ("Liens"), with interest in and to the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substancefollowing: (a) All inventory owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with by the operation of the theaters as listed in Schedule 1.1 (a) attached hereto (the "Theaters"). (b) All inventory of Seller related to the Theaters Cauldron Division on the Closing Date; (c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as rights and privileges of the date hereof or Cauldron Division under contracts and open orders with its customers, including pre-paid orders, in existence on the Closing Date, or in existence on the date hereof as listed set forth on Schedule 1.1(c) attached heretoExhibit "B" ---------- hereto and not completed prior to the Closing (the "CONTRACTS"); (d) Leaseholds (including without limitationAll rights and privileges of the Cauldron Division under the leases, licenses, and agreements set forth on Exhibit "C" hereto. It is ----------- understood that Seller will use commercially reasonable efforts prior to the extent leased Closing Date to have the lessor of the UV-VIS system and plate reader terminate the existing single equipment lease for those two assets and reissue two separate equipment leases for the two assets (since the UV-VIS system will be part of the assets sold to Purchaser, while the plate reader shall be retained by Seller). If Seller is unable to obtain separate equipment leases for the two assets, land, buildings, structures, fixtures, appurtenances Seller shall pay to Purchaser from and improvements) relating after the Closing Date a monthly payment equal to a percentage of the monthly payment due under the combined equipment lease that reflects the relative original value of the plate reader compared to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property")UV-VIS system; (e) Certain contractsAll accounts receivable and customer deposits, trade names and equipment leases if any, of the Cauldron Division in existence as of the Closing, but only to which the extent that such receivables or deposits are for work that has not been performed by Seller is a party listed on Schedule 1.1(e) attached heretounder the Contracts prior to the Closing; (f) The current assets All of Seller Seller's right, title and interest under the lease (the "LEASE") dated August 30, 1988, between PMRA III, c/o PM Realty Advisors, a California corporation, successors to Xxxxx & Associates, a Pennsylvania limited partnership, ("LANDLORD") and Seller, as set forth on amended, for the balance sheet facilities used by the Cauldron Division (the "PREMISES"), a copy of which is attached hereto as Schedule 1.1(f)Exhibit "D". Seller represents and warrants to Purchaser that at the time of ----------- transfer of the Lease from Seller to Purchaser at Closing, including without limitation, any security deposits transferred to Buyer Seller shall have prepaid $250,000 of the basic rent under the Leases; andLease; (g) The name All patents, trademarks, service marks, copyrights or applications therefore, licenses, trade names, fictitious names, slogans, royalty agreements and brand or private label names of which the Seller is the owner and which are used by the Cauldron Division, as and to the extent set forth on Exhibit "Landmark Theatre CorporationE", ----------- hereto, and all customer lists, correspondence files and records, customers, files, production records, inventory records, software, hardware and firmware and disks, data files or other media, goodwill, and other assets owned by Seller and used by the Cauldron Division. Attached hereto and incorporated herein as Exhibit "F" is a schedule (the ----------- "BALANCE SHEET") on which is shown a condensed, summarized balance sheet of the Cauldron Division as of February 28, 1997, the pro forma eliminations therefrom to show the assets and liabilities of the Cauldron Division shown thereon which are not subject to this Agreement, and the tradename "Landmark"assets and liabilities of the Seller shown thereon which are the subject of this Agreement. Seller agrees that it will update the information set forth in the Balance Sheet and deliver a revised Balance Sheet to Purchaser shortly before the Closing. It is understood, however, that no change in the Balance Sheet shall affect the Purchase Price (defined hereafter).