THE
TWEC STORES, THE WAREHOUSE, AND THE CENTRAL OFFICE;
12
(C)
ALL PERSONAL PROPERTY, TANGIBLE AND INTANGIBLE, LOCATED AT THE TWEC STORES;
(D)
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, PROCESSES, CONFIDENTIAL INFORMATION AND ALL OTHER
INTELLECTUAL AND INTANGIBLE PROPERTY RIGHTS, INVENTIONS (WHETHER OF NOT
PATENTABLE), DISCOVERIES, BUSINESS METHODS, AND TRADE SECRETS OF MERCHANT
WHATSOEVER (AND APPLICATIONS FOR, AND EXTENSIONS AND REISSUANCES OF, ANY OF THE
FOREGOING AND RIGHTS THEREIN);
(E)
ANY INVESTMENT, EQUITY INTEREST, OR OWNERSHIP IN (X) ECHO AND (Y) ARTEMIS
RECORDS; AND
(F)
ANY CUSTOMER LISTS, AND ALL WEBSITES OPERATED BY OR FOR MERCHANT, INCLUDING
ANY SERVER, SOFTWARE, OR OTHER EQUIPMENT OR PROGRAM ASSOCIATED WITH SUCH
WEBSITES; AND
(G)
ALL TRANSFERABLE GUARANTEES, WARRANTIES, LICENSES AND OTHER TRANSFERABLE
GOVERNMENTAL PERMITS, APPROVALS AND PERMISSIONS RELATED TO THE ASSETS SET FORTH
IN PARAGRAPHS (A) - (F) ABOVE.
5.5
OTHER CLOSING DATE TRANSFERS.
PRIOR TO THE CLOSING DATE,
AGENT SHALL HAVE THE RIGHT TO FURTHER DIRECT THE MERCHANT, ON THE CLOSING DATE,
TO TRANSFER DIRECTLY TO OTHER THIRD PARTIES ALL RIGHT, TITLE AND INTEREST IN ANY
ASSETS IN THE MANNER CONTEMPLATED HEREIN IN ACCORDANCE WITH SECTION 6.
5.6
EXECUTORY CONTRACTS. PRIOR TO THE COMPLETION OF THE SALE,
AGENT SHALL HAVE THE RIGHT TO FURTHER DIRECT THE MERCHANT TO SEEK ASSIGNMENT AND
ASSUMPTION OF ANY EXECUTORY CONTRACT WHICH HAS NOT BEEN DIRECTED SO LONG AS
AGENT BEARS ALL COSTS (OTHER THAN MERCHANTS' ATTORNEYS FEES AND COSTS) RELATED
TO SUCH ASSIGNMENT AND ASSUMPTION, INCLUDING ANY CURE AMOUNTS.
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SECTION 6.
DELIVERIES.
THE TRANSFER AND SALE OF ANY
OF THE ASSETS SHALL BE EFFECTED BY DELIVERY BY MERCHANT TWEC OR TO THE DESIGNEE
OF AGENT AT ANY TIME AGENT SO DIRECTS OF SUCH AGREEMENTS, DEEDS, BILLS OF SALE,
ENDORSEMENTS, ASSIGNMENTS, AND OTHER GOOD AND SUFFICIENT INSTRUMENTS OF SALE,
TRANSFER, ASSIGNMENT, CONVEYANCE, AND WARRANT AND ALL CONSENTS OF THIRD PARTIES
NECESSARY THERETO AS ARE REQUIRED, PURSUANT TO COURT ORDER UNDER SECTION 363 AND
365 OF THE BANKRUPTCY CODE AND OTHER APPLICABLE BANKRUPTCY LAW, TO VEST IN THE
DESIGNEE OF AGENT GOOD TITLE TO THE ASSETS, FREE AND CLEAR OF ALL LIENS, CLAIMS,
ENCUMBRANCES FOR BORROWED MONEY INDEBTEDNESS AND SECURITY INTERESTS OF ANY
NATURE OR KIND WHATSOEVER.
IN ADDITION, IF REQUESTED TO DO SO BY AGENT,
MERCHANT WILL SEEK BANKRUPTCY COURT APPROVAL OR AUTHORITY TO EFFECTUATE ANY AND
ALL OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, SEEKING COURT APPROVAL OF
FURTHER AUCTION OR SALE PROCEEDINGS.
THE PROVISIONS OF THIS SECTION 6 ARE
SUBJECT TO ANY MORE SPECIFIC PROVISIONS SET FORTH IN SECTION 5 ABOVE.
IN
ADDITION, NOTWITHSTANDING THE FOREGOING, (I) MERCHANT SHALL NOT BE REQUIRED TO
PAY IN ORDER TO OBTAIN ANY THIRD PARTY CONSENTS, (II) NOTHING IN THIS SECTION 6
SHALL RELIEVE AGENT OF ITS ASSUMPTION OF THE ASSUMED LIABILITIES, AND (III)
SALES OF MERCHANDISE SHALL BE SUBJECT TO THE REQUIREMENTS OF SECTION 12.3.
SECTION 7.
EXPENSES OF THE SALE.
7.1
EXPENSES.
ON