Asset Purchase Agreement
This Agreement is made and entered into this 7th day of July, 2008, by and
among the entities listed in
Corporation, as agent, c/o 26 Pearl Street, Norwalk, CT 06850 (herein
collectively referred to as "Seller")
Storyteller Theaters Corporation
100 Bayview Circle
Newport Beach, CA 42560
herein referred to as "Purchaser" and collectively with Seller, the "Parties."
Certain capitalized terms used in this Agreement are defined in Exhibit A.
WHEREAS Seller is engaged in the business (the "Business"), as defined in
Exhibit A, Definitions.
WHEREAS Purchaser intends to acquire from Seller certain assets of the Business
by (i) purchasing and receiving by assignment and conveyance certain of Seller's
assets (ii) assuming certain of Seller's contractual relationships and
obligations pursuant to the terms of this Agreement and (iii) licensing certain
Intellectual Property from the ultimate parent of Seller, and Seller intends to
accept such sale and transfer and such assumption of contractual relationships
and obligations by Purchaser.
NOW THEREFORE, the Parties hereto agree as follows:
1. Current Status
Seller engages in the Business and uses tangible and intangible assets and
contractual relationships relating thereto.
2. Sale, License and Transfer of Assets
2.1 Seller shall sell and assign to Purchaser, subject to the terms and
conditions of this Agreement, all with effect from the Closing Date, all of its
right, title and interest to the following assets used in the Business as of the
Closing Date (collectively the "Acquired Assets"), and Purchaser hereby agrees
to accept such sale and assignment and purchase such Acquired Assets as set
forth below (the "Acquisition"). The Acquisition shall be given economic effect
as of the close of business at 11:59 pm Mountain Time on June 26, 2008 (the
"Economic Effective Date"). To implement such economic effect, the procedures
in Section 3.10 and Section 10 shall be followed.
2.1.1 the real property ("Facilities") located at each of the locations set
forth in Exhibit 2.1.1, including all fixtures and furnishings, including the
lease for the Santa Fe office facilities;
2.1.2 the tangible personal property assets, including furniture, fixtures and
equipment, (collectively "Equipment") and other assets used in the Business, as
listed in Exhibit 2.1.2 including $10,000 held as petty cash;
2.1.3 the Inventories of merchandise and supplies used in the Business listed in
2.1.4 the pro-rata portion of the trade receivables listed in Exhibit 2.1.4
attributable to the periods following the Economic Effective Date (hereinafter
2.1.5 the trade names for each of the respective theatres set forth in Exhibit
2.1.5, and the goodwill of the business and telephone numbers and web sites of
the Business listed in Exhibit 2.1.5.
2.1.6 All Seller's rights in the trade-dress and appearance of the theatres used
in the Business, and all rights to the websites and domain names shown on
Exhibit 2.1.6, except that rights to the name "Trans-Lux" shall be subject to
the Trademark License Agreement described below.
2.1.7 the Assumed Contracts as provided in Section 3.1.
2.2 Subject to the terms and conditions of this Agreement, on the Closing Date,
Seller and its affiliate Trans-Lux Corporation shall license to Purchaser
certain trade names pursuant to the terms and conditions of the Trademark
License Agreement set forth in Exhibit 2.2 executed simultaneously herewith.
2.3 The following assets and other items set forth in this Section 2.3 are not
included in the Acquired Assets sold and assigned pursuant to this Agreement
(hereinafter the "Excluded Assets"):
(a) cash and cash equivalents of Seller on hand and in bank accounts and
other investment accounts, together with such accounts (except $10,000 petty
cash as divided among the Theatres), with any excess refunded to Seller within
ten (10) days following the Closing.
(b) all rights throughout the world in and to the name Trans-Lux or TLX or
any variations thereof, and all trademarks and similar registrations (and
applications therefor) relating to the name of Trans-Lux Corporation, TLX or