Assets of Media Production Company

Sale of assets of Point.360 which includes:

• Pursuant to Sections 105 and 363 of the Bankruptcy Code and on the terms and subject to the conditions set forth in this Agreement and the Sale Order, the Landlord shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to the Purchaser, on the Closing Date, free and clear of all liens, claims and encumbrances, all of the furniture, fixtures, equipment and other personal property remaining and existing in the Premises, as identified in Exhibit 1 hereto (collectively, the "Purchased Assets").
• Any furniture, fixtures, equipment or other personal property not expressly identified in Exhibit 1 hereto that remains in or on the Premises following Bankruptcy Court Approval (as defined below) shall be deemed abandoned by Seller and transferred to Landlord, who may retain, further transfer or dispose of such property, in its sole discretion, with no duty to account to Seller therefor.
• The sale and transfer of Purchased Assets is made "as is," with no warranties or representations of any kind by Seller to Landlord other than those expressly provided herein. Seller makes, and has made, no other warranties, express or implied, to Landlord and Landlord hereby expressly waives the implied warranties of merchantability and fitness for use, if any, and all other warranties, express or implied. Landlord acknowledges that Landlord is not relying on any representations of Seller regarding the quality, condition and value of the Purchased Assets and the interests being sold herein.