Circuit City 2007 Annual Report Download - page 83

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ARTICLE 2. PURCHASE AND SALE OF ASSETS.
2.1
Sale of Assets .
(a)
On the Internet Closing Date and subject to the provisions of this Agreement, the Seller shall sell, transfer and assign or
shall cause its Affiliates to sell, transfer and assign, free and clear from any and all Liens (other than Permitted Liens that are not Terminable
Liens), and the applicable Internet Buyer shall purchase all right, title and interest the Seller Group possesses in and to the following property,
assets, and Contracts (i) to the Trade Name Buyer the properties, assets and Contracts listed on Exhibit 2.1(a)(i)
attached hereto and any benefits
of any insurance coverage (to the extent transferable) related to the foregoing properties, assets and Contracts and (ii) to the Domain Name
Buyer the properties, assets and Contracts listed on Exhibit 2.1(a)(ii) attached hereto and any benefits of any insurance coverage (to the extent
transferable) related to the foregoing properties, assets and Contracts (collectively, clauses (i) and (ii), the “ Purchased Internet Assets ”).
(b)
Subject to Section 10.17 hereof, within five (5) Business Days following the receipt of a required landlord consent to the
assignment of, or the satisfaction of a notice requirement under, any lease identified on the “Preferred List” on Exhibit 2.1(b)(i) attached hereto
(each, an “ Acquired Lease ”),
the Seller shall deliver to the Real Estate Buyer one or more notices stating that such consent has been received or
such notice requirement has been satisfied (each, a “ Closing Notice ”); provided that with respect to any Acquired Lease for which no consent
or notice to assignment is required, the Seller shall give the Closing Notice within ten (10) Business Days of the Internet Closing Date;
provided , further, that in the event Seller has not by January 31, 2008 negotiated extensions to those leases on the Preferred List on Exhibit 2.1
(b)(i) with lease expiration dates earlier than February 28, 2018, including any options to renew, to provide for lease expiration dates of later
than February 28, 2018 and otherwise on substantially the same terms as the current lease or on terms consistent with fair market value, Real
Estate Buyer shall have the option of (a) purchasing such leases at the amount set forth in Section 2.5(b)(i) hereto or (b) selecting a lease from
the Alternate List on Exhibit 2.1(b)(i) and any leases so selected shall be deemed to be an “Acquired Lease” in lieu of the lease for which Seller
was unable to receive an extension or (c) so long as the Real Estate Buyer purchases no fewer than fifteen (15) leases, terminating its obligation
to purchase such lease. Each Closing Notice shall specify the Real Estate Closing Date for the closing of the purchase of the applicable
Acquired Lease (which Real Estate Closing Date shall be as soon as reasonably practicable but in no event later than February 29, 2008). On
such Real Estate Closing Date and subject to the provisions of this Agreement, the Seller shall sell, transfer and assign or shall cause its
appropriate Affiliate to sell, transfer and assign to the Real Estate Buyer free and clear from any and all Liens (other than Permitted Liens that
are not Terminable Liens), and the Real Estate Buyer shall purchase all right, title and interest the Seller Group possesses in and to the
properties, assets and Contracts listed on Exhibit 2.1(b)(ii) attached hereto and any benefits of any insurance coverage (to the extent
transferable) related to the foregoing properties, assets and Contracts (collectively, the “ Purchased Real Estate Assets ”).
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