EXHIBIT 2.3
XXXX OF SALE AND AGREEMENT
June 30, 1997
The parties to this xxxx of sale and agreement are Network Event Theater,
Inc., a Delaware corporation ("Transferor"), and Network Event Theater
Development, Inc., a Delaware corporation ("Transferee").
Transferee wishes to acquire from Transferor, and Transferor wishes to
transfer and assign to Transferee, all of the assets of Transferor relating to
its campus theater network and business, including, but not limited to,
agreements with colleges and universities, programming agreements, licensing
agreements, advertising agreements, sponsorship agreements and all equipment
located at college campuses or located elsewhere and relating to Transferor's
campus theater network and business (the "Assets"), in exchange for 100 shares
of common stock, par value $0.01 per share ("Common Stock"), of Transferee, and
Transferee wishes to assume all of the liabilities and obligations of Transferor
relating to Transferor's campus theater network and business.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Transferor hereby transfers and assigns to Transferee all of the Assets,
of every kind and description, wherever located.
2. Transferee assumes, and agrees to pay, perform and discharge, indemnify
and hold Transferor harmless from and against all liabilities and obligations of
Transferor that relate to Transferor's campus theater network and business,
whether actual or contingent, known or unknown, arising out of any facts, events
or circumstances on or before the date of this agreement.
3. Transferor hereby subscribes for 100 shares of Common Stock of
Transferee (the "Shares"). Transferee hereby accepts the subscription and shall
issue the Shares on the date hereof in exchange for the transfer and assignment
of the Assets.
4. Transferor represents and warrants to Transferee that (a) Transferor has
the full right to enter into and to perform this agreement in accordance with
its terms and is not bound by or subject to any contractual or other obligation
that would be violated by its execution or performance of this agreement, and
(b) Transferor has, and upon signing this agreement Transferee is acquiring,
valid title, free and clear of all claims, liens and encumbrances, to all of the
Assets transferred and assigned to Transferee under this agreement.
5. All of the representations and warranties of Transferor contained in
this agreement shall survive the signing of this agreement.
6. At any time and from time to time after signing this agreement
Transferor shall, without further consideration, execute and deliver to
Transferee such additional instruments of transfer, and shall take such other
action as Transferee may reasonably request, to carry out the transfer and
assignment of the Assets provided for in this agreement.
7. Transferee acknowledges delivery of the Assets transferred and assigned
to it under this agreement and that it has inspected those Assets, and
Transferee further acknowledges that those Assets have been acquired in the
physical condition in which they now exist, i.e., AS IS, and that Transferor has
not made any representation or warranty with respect to the physical condition
of those Assets or with respect to any other matter other than Transferor's
title to the Assets.
8. This agreement contains a complete statement of all of the arrangements
between the parties with respect to its subject matter, supersedes any previous
agreements between them relating to that subject matter, and cannot be changed
or terminated orally.
9. This agreement shall be governed by the law of the State of New York
without regard to the conflict of laws rules of such state.
Network Event Theater, Inc.
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
Network Event Theater Development, Inc.
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and Secretary
2
