Circuit City 2007 Annual Report Download - page 100

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business and operations of the Seller relating to such Transferred Real Estate Business or such Transferred Real Estate Assets.
5.5
Terminable Liens . On or prior to the Internet Closing Date, the Seller shall, or shall cause its Affiliates to, terminate all
Terminable Liens on the Purchased Internet Assets. On or prior to any Real Estate Closing Date, the Seller shall terminate all Terminable Liens
on the applicable Purchased Real Estate Assets.
5.6
Acquired Lease Consents . Subject to Section 10.17 hereof, during the period commencing on the date of this Agreement
and ending on any Real Estate Closing Date, the Seller shall act in good faith to obtain as soon as reasonably practicable any necessary consents
or notices to assign the Acquired Leases and to the extend the remaining term of such leases, to no less than ten years from the applicable
Closing Date, including any option to renew at substantially the same rent and conditions.
5.7
Satisfaction of Conditions Precedent . During the period commencing on the date of this Agreement and ending on the
Internet Closing Date or any Real Estate Closing Date, the Seller shall act in good faith to satisfy, or cause to be satisfied all of the conditions
precedent to the Seller’s obligations to consummate the transactions contemplated by the Internet Closing and the applicable Real Estate
Closing, respectively.
5.8
Confidential Materials . The Seller shall use commercially reasonable efforts to remove all personally identifiable,
confidential and similar information from the Acquired Premises prior to the applicable Real Estate Closing Date.
5.9
Pre-Closing Cooperation . The Seller shall cooperate in good faith with the Internet Buyers to provide such data and
other information and to take such other actions as reasonably requested by the Internet Buyers in order for the Internet Buyers to be able to
conduct the Transferred Internet Business as of the Internet Closing Date.
5.10
Gift cards . As early as reasonably practicable after the Internet Closing Date, the Seller shall, or shall cause one or
more of its Affiliates to, establish procedures whereby customers holding gift cards issued by the Seller Group prior to the date hereof may
receive cash payments of amounts on account with respect to such gift cards and use reasonable commercial efforts to provide such customers
with substantially the same standard of service in connection with such procedures as is provided to such customers as of the date hereof. Such
procedures shall include, establishing a toll-free phone number to provide customers with information on how to redeem such gift cards for
cash. The Seller or its Affiliate shall provide such toll-free number at no cost to any such customer or to Real Estate Buyer and shall maintain
such number for a period no less than six (6) months following February 29, 2008. In the event any such customers for any reason request
redemption of gift cards for cash or merchandise from the Real Estate Buyer at any of the Acquired Premises, Real Estate Buyer may redeem
such gift cards by paying such customers for the amount on account with respect to such gift cards or by giving such customers merchandise
having a price equal to such amount (or a combination) and shall be entitled to reimbursement from the Seller for such reimbursement; provided
that prior to redeeming such gift cards Real Estate Buyer shall have confirmed the validity of the gift card and the amounts owed to such
customers under such gift cards by calling the toll-free number.
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