Preamble
Motion
16.1(a)
Occupancy Expenses
7.1(a)(x))
Out-of-Date Merchandise
9.2(a)
Order
17.1(b)
Property
5
Property Sale Agreement
5.3(a)
Property Closing
5.3(e)
Property Closing Conditions
5.2(f)
Property Closing Date
5.3(e)
2
REA
5.3(a)
Rental Merchandise
9.2(a)
Retention Bonuses
14.4
Retained Employee
14.1
Revocation Notice
8.2(b)
Sale
Recitals
Sale Proceeds
11.1
Sales Taxes
12.4
Sale Commencement Date
10.1
Sale Term
10.1
Sale Termination Date
10.1
SC Stores
7.1(a)
Store Closing Sale
Recitals
Store Inventory Taking
9.1(a)
Stores
3.1(a)
Supplies
12.5
TWEC
Recitals
TWEC Store Employees
14.5
TWEC Stores
5.5
Warehouse
3.1(a)
Warehouse Inventory Taking
9.1(b)
Warn Act
14.1
SECTION 2.
APPOINTMENT OF AGENT
(a)
Merchant hereby appoints Agent, and Agent hereby agrees to serve, as
Merchant's exclusive agent for the limited purpose of conducting the Sale in
accordance with the terms and conditions of this Agreement and exercising
Agent's other rights, duties and obligations under this Agreement.
(b)
Merchant hereby appoints Agent, and Agent hereby agrees to serve, as
Merchant's exclusive agent for the disposition of Merchant's Leases.
SECTION 3.
ASSETS TO BE SOLD TO TWEC OR BY AGENT.
3.1
ASSETS.
THE ASSETS (COLLECTIVELY, THE "ASSETS"), WHICH
SHALL BE CONVEYED TO TWEC, PURSUANT TO SECTION 5.5, OR, AT THE DIRECTION OF THE
AGENT, IN AGENT'S SOLE DISCRETION, TO THIRD PARTIES OR AGENT'S DESIGNEE FREE AND
CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE ORDER, SHALL CONSIST OF ALL OF MERCHANT'S
RIGHT, TITLE AND INTEREST IN THE FOLLOWING:
(A)
THE INVENTORY, SIGNAGE, SUPPLIES, PARTS, MACHINERY, EQUIPMENT, VEHICLES,
AND GOODS LOCATED AT ANY OF THE RETAIL BUSINESS LOCATIONS OF MERCHANT (THE
"STORES"), MERCHANT'S
3
CENTRAL OFFICE FACILITY (THE "CENTRAL OFFICE"), AND MERCHANT'S WAREHOUSE (THE
"WAREHOUSE"), AS WELL AS IN TRANSIT THERETO OR THEREFROM (OTHER THAN RETURN
INVENTORY TO VENDOR IN TRANSIT);
(B)
THE LEASES FOR THE STORES AND WAREHOUSE AS SET FORTH ON EXHIBIT 3.1 (THE
"LEASES"), INCLUDING, WITHOUT LIMITATION, ANY DEPOSITS OR OTHER SECURITY GIVEN
OR MADE IN RESPECT OF THE LEASES AND ANY OTHER RIGHTS GRANTED UNDER SUCH LEASES
(INCLUDING, WITHOUT LIMITATION, PURCHASE OPTIONS, RECONVEYANCE RIGHTS AND
EXPANSION RIGHTS), WHICH SHALL BE ASSUMED AND ASSIGNED OR REJECTED AT THE
DIRECTION OF THE AGENT PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE IN
ACCORDANCE WITH SECTION 5 HEREOF.
THE LEASES SHALL INCLUDE ALL SUBLEASES AND
SIMILAR AGREEMENTS FOR USE OF SPACE WITHIN PREMISES LEASED BY MERCHANT UNDER A
LEASE WHERE MERCHANT IS A LESSOR, SUBLESSOR OR LICENSOR.
ANY AMOUNTS RECEIVED
BY MERCHANT AS CONSIDERATION FOR THE ASSIGNMENT OF ANY LEASES ASSIGNED AFTER THE
DATE HEREOF SHALL BE CREDITED AGAINST THE GUARANTEED AMOUNT;
(C)
ALL FURNITURE, STORE FIXTURES AND IMPROVEMENTS LOCATED AT OR RELATED TO THE
STORES, WAREHOUSE, DISTRIBUTION CENTERS AND CENTRAL OFFICE, AS WELL AS ALL OTHER
FIXTURES;
(D)
ALL OTHER PERSONAL PROPERTY, TANGIBLE OR INTANGIBLE, WHEREVER LOCATED,
INCLUDING ALL INTELLECTUAL PROPERTY;
(E)
ALL INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, KNOW-HOW,
TRADEMARKS, SERVICE MARKS, TRADE NAMES, DESIGNS, LOGOS, ART WORK, COPYRIGHTS,
PATENTS, LICENSES, DEVELOPMENTS, RESEARCH DATA, DESIGNS, TECHNOLOGY, TEST
PROCEDURES, MARKETING PLANS,