Common use of Agreement to Sell Clause in Contracts

Agreement to Sell. Borrower shall enter into and provide to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement to sell all or substantially all of its assets or equity interests through a merger or otherwise (as amended, restated or otherwise modified from time to time, the “Acquisition Agreement”) which such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirer. In the event the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as such term and other terms used in this Section but not defined shall have the meaning set forth in the Operating Agreement, as hereinafter defined) shall, without regard to any defenses of the Borrower or the Mistral Vehicles, pursuant to the attached letter agreement (the “Mistral Letter Agreement”), (a) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and (b) if the Mistral Vehicles fail to do so for any reason at such time or any time in the future, (x) irrevocably grant to, and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent with respect to the designation and/or removal of two of the Mistral Directors in accordance with Section 3.02 of the Operating Agreement, and (y) take all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In addition, the Mistral Vehicles shall as a condition to the effectiveness of this Amendment, cause two of the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action on behalf of such directors become effective as of the date of the Sale Related Defaults (the “Mistral Director Resignations”), which the Mistral Vehicles agree may be tendered by the Lender at any time following the occurrence of a Sale Related Default regardless of any actions taken or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately and no cure period shall be permitted. Notwithstanding anything contained herein to the contrary, the provisions of this Section 6.12 shall cease to exist and become null and void after the closing of the transactions contemplated by the Acquisition Agreement occurs, if any.

Agreement to Sell. Borrower shall enter into (a) Seller agrees to sell, transfer and provide deliver to Lender a fully executed copy Purchaser, and Purchaser agrees to purchase, upon the terms and conditions hereinafter set forth, the following assets of a binding and the Maid Service (to Borrower’s knowledge) enforceable agreement to sell all or substantially all of its assets or equity interests through a merger or otherwise (as amended, restated or otherwise modified from time to timecollectively, the “Acquisition AgreementAssets”), including, without limitation, the following: (1) which such Acquisition Agreement is with FORM Holdings, Corp. The equipment and supplies described in Exhibit A attached hereto (or an affiliate thereof) as the acquirer. In the event the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Eventcollectively, the “Sale Related DefaultsEquipment”); (2) The furniture, fixtures and leasehold improvements described in Exhibit A attached hereto (collectively, the Mistral Vehicles “Office Furnishings”); (as such term and other terms used in this Section but not defined shall have the meaning set forth in the Operating Agreement, as hereinafter defined3) shall, without regard to any defenses The business records of the Borrower or Maid Service (collectively, the Mistral Vehicles, pursuant to “Business Records”); (4) The Goodwill of the attached letter agreement Maid Service (the “Mistral Letter AgreementGoodwill”), ; (a5) take all Necessary Action to remove two The intellectual property of the Mistral Directors Maid Service described in Exhibit A hereto; (6) The business records of the Maid Service, which shall include all original business records and to designate as two Mistral Directorsfinancial and credit records Maid Service (collectively, two Directors designated in writing by Lenderthe “Business Records”). (7) Restrictive Covenant Agreement of Seller, and Exhibit C. (b) if 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 and the Mistral Vehicles fail to do so for any reason at such time or any time in the futureMaid Service not otherwise specified above and including, (x) irrevocably grant but not limited to, and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent with respect to the designation and/or removal of two of the Mistral Directors those specifically described in accordance with Section 3.02 of the Operating Agreement, and Exhibit A. (yc) take all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In addition, the Mistral Vehicles shall as a condition to the effectiveness of this Amendment, cause two of the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action on behalf of such directors become effective As Seller is retaining accounts receivable as of the date of Closing, Seller shall also refund any credit balances owed to its customers of the Sale Related Defaults (the “Mistral Director Resignations”)Maid Service prior to Closing. Seller has agreed to collect accounts receivable, which the Mistral Vehicles agree may be tendered by Seller has retained, at no cost to and without the Lender at assistance of Purchaser. Purchaser agrees to and acknowledges this arrangement. Purchaser is not assuming any time following credit balance(s) due to Seller’s clients. (d) Seller is transferring ownership to Purchaser of the occurrence supplies and inventory in stock in the Seller’s Maid Service as of a Sale Related Default regardless of any actions taken Closing, unless an item or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth items are specifically excluded in Section 6.13this sale and listed as Exhibit B, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately and no cure period shall be permitted. Notwithstanding anything contained herein to the contrarycollectively, the provisions "Excluded 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 Section 6.12 shall cease 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 exist Closing, Seller has made a reasonable effort to replace depleted supplies and become null inventory items at Seller’s cost in order to leave the office inventory at levels that have historically been used in the Maid Service. (e) The Parties acknowledge that Seller is personally and void after ultimately responsible for providing and maintaining the closing informational content of the transactions contemplated by Business Records; The Parties acknowledge that a portion of the Acquisition Agreement occurs, if anytotal Purchase Price is for the assignment of Seller’s interest in the Business Records.

Agreement to Sell. Borrower shall enter into On the terms and provide subject to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement to sell all or substantially all of its assets or equity interests through a merger or otherwise (as amended, restated or otherwise modified from time to time, the “Acquisition Agreement”) which such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirer. In the event the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as such term and other terms used in this Section but not defined shall have the meaning conditions set forth in this Agreement (including Article V), and in consideration of the Operating AgreementPurchase 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 hereinafter defined) shall, without regard to any defenses of the Borrower or close of such Additional Seller's business on the Mistral Vehicles, pursuant to Business Day immediately preceding the attached letter agreement related Seller Addition Date (the “Mistral Letter Agreement”"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; (aiii) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and (b) if the Mistral Vehicles fail to do so for any reason at such time or any time in the future, (x) irrevocably grant rights to, but not the obligations under, all Contracts and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent all Related Security with respect to the designation and/or removal of two 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 Mistral Directors 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 accordance with Section 3.02 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 Operating Agreementforegoing received on or after the Initial Cut-Off Date (or, and (yin the case of an Additional Seller, on or after the related Additional Seller Cut-Off Date) take including, without limitation, all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In additionfunds which either are received by such Seller, the Mistral Vehicles shall as a condition to Company or the effectiveness of this Amendment, cause two of the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action 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 directors become effective as 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 date 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, warranties and covenants of the Sale Related Defaults (the “Mistral Director Resignations”)respective Seller, which the Mistral Vehicles agree may be tendered by the Lender at any time following the occurrence of a Sale Related Default regardless of any actions taken or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately each Transaction Document. The proceeds and no cure period shall be permitted. Notwithstanding anything contained herein to the contrary, the provisions rights described in subsections (iii) through (vii) of this Section 6.12 shall cease to exist and become null and void after 1.1(a) are herein collectively called the closing of the transactions contemplated by the Acquisition Agreement occurs, if any"Related Rights".

Agreement to Sell. Borrower shall enter into On the terms and provide subject to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement to sell all or substantially all of its assets or equity interests through a merger or otherwise (as amended, restated or otherwise modified from time to time, the “Acquisition Agreement”) which such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirer. In the event the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as such term and other terms used in this Section but not defined shall have the meaning conditions set forth in the Operating Agreementthis Agreement (including Article V), as hereinafter defined) shall, without regard to any defenses and in consideration of the Borrower or Purchase Price, from the Mistral VehiclesInitial 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 attached letter agreement Sale Agreement from the close of Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (the “Mistral Letter Agreement”), (aiii) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and (b) if the Mistral Vehicles fail to do so for any reason at such time or any time in the future, (x) irrevocably grant rights to, but not the obligations under, all related Contracts and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, all Related Security; (iv) all monies due or to give written consent become due with respect to the designation and/or removal of two foregoing; (v) all books and records related to any of the Mistral Directors foregoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between Seller and the Lockbox Banks, in accordance with Section 3.02 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 Operating Agreementforegoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, and (y) take without limitation, all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In additionfunds which either are received by Seller, the Mistral Vehicles shall as a condition to Company, the effectiveness of this Amendment, cause two of Originator or the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action 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 directors become effective as 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 date 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 Sale Related Defaults (the “Mistral Director Resignations”)representations, which the Mistral Vehicles agree may be tendered by the Lender at any time following the occurrence warranties and covenants of a Sale Related Default regardless of any actions taken or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant Seller, in its capacity as seller, set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately each Transaction Document. The proceeds and no cure period shall be permitted. Notwithstanding anything contained herein to the contrary, the provisions rights described in subsections (iii) through (vii) of this Section 6.12 shall cease to exist and become null and void after 1.1(a) are herein collectively called the closing of the transactions contemplated by the Acquisition Agreement occurs, if any"RELATED RIGHTS."

Agreement to Sell. Borrower shall enter into and provide to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement 2.1 Supplier hereby agrees to sell all or substantially all of its assets or equity interests through a merger or otherwise (to County, as amended, restated or otherwise modified County may from time to timetime designate, such Products as County may order by Purchase Order, all in accordance with and subject to the “Acquisition terms, covenants and conditions of this Agreement”. County agrees to purchase those Products ordered by County by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 All Purchase Orders issued by County to Supplier for Products during the Term (as hereinafter defined) which of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirerPurchase Order. In the event that the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as such term and other terms used in this Section but not defined shall have the meaning set forth in the Operating Agreement, as hereinafter defined) shall, without regard to any defenses of the Borrower or the Mistral Vehicles, pursuant to the attached letter agreement (the “Mistral Letter Agreement”), (a) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and (b) if the Mistral Vehicles fail to do so for any reason at such time or any time in the future, (x) irrevocably grant to, and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent with respect to the designation and/or removal of two of the Mistral Directors in accordance with Section 3.02 of the Operating Agreement, and (y) take all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In addition, the Mistral Vehicles shall as a condition to the effectiveness provisions of this Amendment, cause two of the Mistral Directors Agreement conflict with any Purchase Order issued by County to tender their resignations to the Lender, which resignations will automatically and without any additional action on behalf of such directors become effective as of the date of the Sale Related Defaults (the “Mistral Director Resignations”), which the Mistral Vehicles agree may be tendered by the Lender at any time following the occurrence of a Sale Related Default regardless of any actions taken or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately and no cure period shall be permitted. Notwithstanding anything contained herein to the contrarySupplier, the provisions of this Section 6.12 Agreement shall cease govern. No other terms and conditions, including, but not limited to, those contained in Supplier's standard printed terms and conditions, on Supplier's order acknowledgment, invoices or otherwise, shall have any application to exist or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and become null conditions in writing by the parties. 2.3 Notwithstanding any other provision of this Agreement to the contrary, County shall have no obligation to order or purchase any Products hereunder and void after the closing placement of any Purchase Order shall be in the sole discretion of County. Without limiting the generality of the transactions contemplated foregoing, the actual quantity of Products to be purchased hereunder shall be determined by County in its sole discretion. This Agreement is not exclusive. Supplier expressly acknowledges and agrees that County may purchase at its sole discretion, products which are identical or similar to the Acquisition Products described in this Agreement occursfrom any third party. 2.4 In case of any conflict or inconsistency between any of the Contract Documents or between any Contract Document and this Agreement, the documents shall prevail and apply in the following order of priority: (i) this Agreement; (ii) Supplier’s Proposal; and (iii) the RFP. 2.5 Supplier agrees to extend the same terms, covenants and conditions available to County under this Agreement to other government agencies that, in their discretion, desire to access this Agreement in accordance with Attachment C which is attached hereto and incorporated herein by reference (“Participating Public Agencies”). Each Participating Public Agency will be exclusively responsible for and deal directly with Supplier on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products in accordance with the terms and conditions of this Agreement as if anyit were “County” hereunder. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them under and in accordance with the laws of the State in which the Participating Public Agency exists.

Agreement to Sell. Borrower shall enter into (a) The Funding Entity hereby agrees to purchase and provide to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement TLC Multimedia agrees to sell all or substantially all of its assets Receivables (except for the Excluded Receivables) existing on the date hereof and created thereafter during the term of this Agreement. On or equity interests through before every Tuesday of each week that the Purchase Agreement is in effect (or if Tuesday is not a merger or otherwise (as amended, restated or otherwise modified from time to timeBusiness Day, the “Acquisition next Business Day), TLC Multimedia will deliver or cause to be delivered, to the Funding Entity, a notice (the "List of Receivables") itemizing the Receivables TLC Multimedia will sell to the Funding Entity which notice shall list all Receivables available for purchase on such date, designate those Receivables which constitute Receivables under the Purchase Agreement”, and specify the current Outstanding Balance, invoice date and Maturity Period (defined below) which such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirer. In the event the transactions contemplated thereof and any other information required by the Acquisition Agreement fail Funding Entity or Funding Entity's assignees with respect thereto. The Funding Entity shall be deemed to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as have purchased each Receivable included on such term and other terms used in this Section but not defined shall have the meaning set forth in the Operating Agreement, as hereinafter defined) shall, without regard to any defenses List of the Borrower or the Mistral Vehicles, pursuant to the attached letter agreement (the “Mistral Letter Agreement”), (a) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and Receivables. Notwithstanding that the (b) if the Mistral Vehicles fail to do so for any reason at such time or any time The ownership of each Sold Receivable shall be vested in the futureFunding Entity immediately upon its Purchase Date and TLC shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such Sold Receivable. On the date hereof, TLC Multimedia shall execute a Receivable Assignment in the form of Exhibit A hereto. The delivery by TLC Multimedia to the Funding Entity of the List of Receivables shall automatically be deemed to constitute a sale or contribution of all Receivables included on such List of Receivables to the Funding Entity without the necessity of execution of a subsequent instrument of assignment, unless and except to the extent that the Funding Entity notifies TLC Multimedia that it does not desire to purchase or accept the contribution of any of the specific Receivables designated therein in which case such specified Receivables shall be excluded from such assignment. (xc) irrevocably grant to, and constitute and appoint, TLC Multimedia shall indicate in its Records that ownership of each Sold Receivable is held by the Lender with full power of substitution, his, her Funding Entity or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent with respect to the designation and/or removal of two of the Mistral Directors in accordance with Section 3.02 of the Operating Agreement, and (y) take all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directorsassignee. In addition, TLC Multimedia shall respond to any inquiries with respect to ownership of a Sold Receivable by stating that it is no longer the Mistral Vehicles shall as a condition to the effectiveness of this Amendment, cause two of the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action on behalf owner of such directors become effective as Sold Receivable and that ownership of the date of the Sale Related Defaults (the “Mistral Director Resignations”), which the Mistral Vehicles agree may be tendered such Sold Receivable is held by the Lender at any time following the occurrence of a Sale Related Default regardless of any actions taken Funding Entity or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately and no cure period shall be permitted. Notwithstanding anything contained herein to the contrary, the provisions of this Section 6.12 shall cease to exist and become null and void after the closing of the transactions contemplated by the Acquisition Agreement occurs, if anyits assignee.