ASSET PURCHASE AGREEMENT

Page

Article I

DEFINITIONS

1

1.1

Certain Definitions

1

1.2

Other Definitional and Interpretive Matters

10

Article II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

11

2.1

Purchase and Sale of Assets

11

2.2

Excluded Assets

11

2.3

Assumption of Liabilities

11

2.4

Excluded Liabilities

12

2.5

Cure Amounts

13

2.6

Further Conveyances and Assumptions

13

2.7

Bulk Sales Laws

14

Article III

CONSIDERATION

14

3.1

Consideration

14

3.2

Payment of Cash Amount

14

3.3

Adjustment to Cash Amount

14

Article IV

CLOSING AND TERMINATION

15

4.1

Closing Date

15

4.2

Deliveries by Seller

15

4.3

Deliveries by Purchaser

16

4.4

Termination of Agreement

16

4.5

Procedure Upon Termination

16

4.6

Effect of Termination

16

Article V

REPRESENTATIONS AND WARRANTIES OF SELLER

18

5.1

Organization and Good Standing

18

5.2

Authorization of Agreement

18

5.3

Conflicts; Consents of Third Parties

18

5.4

Title to Purchased Assets

19

5.5

Compliance with Laws; Permits

19

5.6

No Other Representations or Warranties; Schedules

20

Page

Article VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

20

6.1

Organization and Good Standing

20

6.2

Authorization of Agreement

21

6.3

Conflicts; Consents of Third Parties

21

6.4

Financial Capability

21

6.5

Condition of the Business

22

Article VII

BANKRUPTCY COURT MATTERS

22

7.1

[Reserved]

22

7.2

Bankruptcy Court Filings

22

Article VIII

COVENANTS

23

8.1

Access to Information

23

8.2

Conduct of the Business Pending the Closing

23

8.3

Consents

26

8.4

Regulatory Approvals

26

8.5

Further Assurances

27

8.6

Confidentiality

28

8.7

Preservation of Records

28

8.8

Publicity

29

8.9

Trademark License

29

8.10

Use of Purchased Intellectual Property

30

8.11

Deferred Transfers

31

8.12

Release of Guarantees

32

8.13

Transition Services

33

8.14

Subleases

33

8.15

Landlord Notice

33

8.16

Artwork

33

Article IX

EMPLOYEES AND EMPLOYEE BENEFITS

34

9.1

Employee Benefits

34

Article X

CONDITIONS TO CLOSING

35

Page

10.1

Conditions Precedent to Obligations of Purchaser

35

10.2

Conditions Precedent to Obligations of Seller

36

10.3

Conditions Precedent to Obligations of Purchaser and Seller

37

10.4

Frustration of Closing Conditions

37

Article XI

[RESERVED]

37

Article XII

TAXES

37

12.1

Transfer Taxes

37

12.2

Prorations

38

12.3

Purchase Price Allocation

38

12.4

Adjustment to Purchase Price

38

Article XIII

MISCELLANEOUS

38

13.1

Expenses

38

13.2

Injunctive Relief

38

13.3

Submission to Jurisdiction; Consent to Service of Process

39

13.4

Waiver of Right to Trial by Jury

39

13.5

Entire Agreement; Amendments and Waivers

39

13.6

Governing Law

40

13.7

Notices

40