Circuit City 2005 Annual Report Download - page 142

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for the period on and after the date the Closing occurs shall be for the account of Buyer. Seller shall pay all taxes,
assessments, invoices for goods furnished or services supplied, and other expenses relating to the Property to the extent
allocable to the period prior to the day of Closing. Without limitation of the foregoing, any refund for real estate taxes
or assessments applicable to the period from and after the day of Closing, whether paid before or after the Closing,
shall be paid to Buyer, and Seller shall have no claim or right thereto.
9. Title .
9.1 Real Property . At the Closing, Seller shall convey fee simple title to the Real Property to Buyer by a duly
executed and acknowledged limited warranty deed in the form of Exhibit “D” hereto (the “Deed”), free and clear of all
liens, encumbrances, easements, rights, leases, restrictions, covenants and conditions of any kind or nature, except the
Permitted Exceptions.
9.2 Personal Property . At the Closing, Seller shall transfer good title to such personal property (other than the
Removable Property) owned by Seller that is used exclusively in connection [Note: Is there personal property used
by Seller in connection with the Real Property on a non-exclusive basis? If so, I think it should also be conveyed
to the extent of the Seller’s right to do so. Let’s discuss.] with or located on or in the Real Property (collectively, the
“Personal Property”) by a duly executed Bill of Sale in the form of Exhibit “B” hereto (the “Bill of Sale”), to Seller’s
best knowledge, free and clear of all liens, encumbrances, security interests and adverse claims.
9.3 Assigned Property . At the Closing, Seller shall assign good title to Seller’s interest in the Assigned Property to
Buyer, by a duly executed Assignment Agreement in the form of Exhibit “C” hereto (the “Assignment Agreement”), to
Seller’s best knowledge free and clear of all liens, encumbrances, security interests and adverse claims.
10. Representations and Warranties .
10.1 Buyer . Buyer hereby represents and warrants to Seller as follows:
10.1.1 Organization . Buyer is duly organized, validly existing and in good standing under the laws of the State of
Delaware.
10.1.2 Requisite Action. All requisite corporate action has been taken by Buyer in connection with Buyer’s execution
of this Agreement, and has been taken or will be taken prior to Closing in connection with the agreements, instruments
or other documents to be executed by Buyer pursuant to this Agreement and the consummation of the transactions
contemplated hereby and thereby. No consent (not already obtained) of any stockholder of Seller is required to enter
into this Agreement and to consummate the transactions contemplated hereby.
10.1.3 Authority. The individuals executing this Agreement and the agreements, instruments or other documents to be
executed by Buyer pursuant to this Agreement on behalf of Buyer each have been duly authorized to bind Buyer to the
terms and conditions hereof and thereof.
;Buyer’s representations and warranties in this Section 10.1 shall be true and correct as of the Effective Date and shall
be deemed true and correct as of the Closing as if remade by separate certification at that time.
10.2 Seller . Seller hereby represents and warrants to Buyer as follows:
10.2.1 Organization. Seller is duly organized and validly existing under the laws of the State of Delaware, and is
qualified to do business and is in good standing in the State of Georgia.
10.2.2 Requisite Action; No Violation. All requisite limited liability company action has been taken by Seller in
connection with Seller’s execution of this Agreement, and has been taken or will be taken in connection with the
agreements, instruments or other documents to be executed by Seller pursuant to this Agreement and the consummation
of the transactions contemplated hereby and thereby. No consent (not already obtained) of any member or manager of
Seller is required to enter into this Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Seller will not accelerate any indebtedness of Seller secured by the Real Property or