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, 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 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. (a) At the ClosingClosing hereunder (as defined in SECTION 2.1 hereof) and except as otherwise provided in this SECTION 1.1, the Seller and Cephalon, as applicable, shall grant, sell, convey, assign, transfer and deliver to the Purchaser, upon the terms and subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, all right, title and interest of the Seller hereby agrees and Cephalon, as applicable, in and to sellall assets, 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 properties and rights of others the Seller and Cephalon, as applicable, described below ("Liens")which assets, with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions properties and rights are herein sometimes called the "PURCHASED ASSETS"): (i) all of others listed the Seller's rights under the leases for the Facilities dated March 20, 1992, November 12, 1991 and December 28, 1990, as each such Lease was assumed by the Seller on Schedule 1.1 December 14, 1992 and amended on such date, copies of which are as attached hereto as EXHIBIT A (collectively, the "Permitted LiensFACILITIES LEASES"), such sale ) including security deposits and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance:all credits or refunds payable thereunder; (aii) All owned all equipment, machinery, furniture, office furnishings, leasehold improvements, fixtures, machinery, equipment, computers computer hardware and systems (including both hardware exclusive of data and software) and other tangible personal property located at the Facilities, including without limitation those items specified in SCHEDULE 1.1(A)(II) hereto, except for those items leased pursuant to the Equipment Leases (defined below) by Cephalon; (iii) all of Cephalon's right, title and interest in and to the Master Lease Agreement dated as of February 1, 1994, as amended by and between Cephalon and General Electric Credit Corporation, copies of which are attached hereto as EXHIBIT B (the "EQUIPMENT LEASES") to the extent such Equipment Leases relate to the assets used listed on SCHEDULE 1.1(A)(III) (the "Leased Assets"); (iv) all rights of the Seller and Cephalon under the contracts, agreements, leases, or arrangements specified in connection SCHEDULE 1.1(A)(IV); (v) all prepaid expenses, refunds, causes of action, rights of setoff and recoupment arising from or relating to the other Purchased Assets or the Leased Assets; (vi) all of the Seller's and Cephalon's right, title and interest in and to all facility and construction drawings, engineering reports and drawings, facility licenses and permits, guaranties and warranties relating to the other Purchased Assets or the Leased Assets and all other documentation and records associated 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 other Purchased Assets 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 LeasesLeased Assets; and (g) The name "Landmark Theatre Corporation" and the tradename "Landmark".

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).

Agreement to Sell. At the Closing, effective at 12:01 AM on the Closing Date, the Seller shall sell, grant, convey, transfer, assign and deliver to the Buyer, 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, encumbrances and charges, security interestsall of the Seller’s right, restrictions title and rights interest in, to and under the following assets (the “Assets”) used in the operation of others the Seller’s business ("Liens"“Asset Services”), with for 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 substanceBusiness: (a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets Intellectual Property used in connection with the operation of the theaters as Business, including that Intellectual Property listed in on Schedule 1.1 (a) attached hereto (the "Theaters"1.1(a). (b) All inventory of Seller related to content, including articles, used or previously used in the Theaters on the Closing Date;Business. (c) All inventory in Subscriber lists and the hands Seller’s database 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;names and email addresses. (d) Leaseholds (including without limitation, to the extent All hardware and software owned by Seller or which are leased by Seller, land, buildings, structures, fixtures, appurtenances the Seller and improvements) relating utilized to the Theatersprovide Asset Services, including without limitation the leases relating to real property those listed on Schedule 1.1(d) hereto (such Business Leases, the "“Business Leases") ” and, together with the Seller’s right, title and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating interest to the Theaters listed on Schedule 1.1(d)(i) (hardware and software leased or owned by the "Fee Property"Seller, the “Business Rights”);. (e) Certain contracts, trade names and The equipment leases relating to which Seller is a party the Business listed on Schedule 1.1(e) attached hereto;(the “Equipment”). (f) The current assets of Seller as set forth All authorizations issued by any regulatory authority or agency for the Business (collectively, the “Licenses”), including those listed 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" All IP Addresses used in the Business, including those listed on Schedule 1.1(g). (h) All of the Seller’s right, title and interest to the contracts and commitments listed on Schedule 1.1(h) (together with the Business Leases and the tradename "Landmark"Contracts, the “Seller Contracts”). (i) All (i) lists, records and other information of the Seller pertaining to suppliers and customers of the Business, (ii) lists, records and other information of the Seller pertaining to accounts, personnel and referral sources related to the Business, (iii) all drawings, plats, specifications, reports, studies, plans, books, ledgers, files, documents, manuals, correspondence, business and accounting records of every kind (including all financial, business and marketing plans) and other materials of, or maintained for, the Business, (iv) advertising, marketing and promotional materials related to the Business, and (v) all other printed or written materials, in each case owned by the Seller, in any form or medium, related to the Business (the “Acquired Records”). (j) All rights and goodwill in and to the Seller Names and the Assigned Rights.