Circuit City 2007 Annual Report Download - page 102

Download and view the complete annual report

Please find page 102 of the 2007 Circuit City annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 130

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130

and binding obligation of each of the Buyers and Systemax, enforceable against each of the Buyers and Systemax in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally and subject, as to enforceability, to general principles of equity, including, without limitation, principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d)
Systemax owns, beneficially and of record, all of the outstanding shares of capital stock of each of the Buyers and there
are no outstanding equity securities of or other equity interests in any Buyer (other than the shares of capital stock owned by Systemax) and there
are no outstanding rights, warrants or options to acquire securities of or other equity interests in any Buyer, and no Buyer is subject to any
obligation to issue, deliver, redeem, or otherwise acquire or retire any shares of capital stock or other equity interests.
6.2
No Violation . Neither the execution and delivery by the Buyers and Systemax of this Agreement or the Transfer
Instruments, nor the consummation by the Buyers and Systemax of the transactions contemplated hereby: (i) violates or will violate any
Applicable Law with respect to any Buyer or Systemax; (ii) violates or will violate any Order of Governmental Authority applicable to any
Buyer or Systemax; (iii) conflicts or will conflict with, or results or will result in a breach of or default under, the Organizational Documents of
any Buyer or Systemax; or (iv) requires any consent, authorization, or approval from, or registration or filing with, any Governmental Authority
(not obtained or made as of the Closing Date), except
6.3
Finder’s Fee . No Buyer or Systemax has incurred or become liable for any broker’s commission or finder’s fee relating
to or in connection with the transactions contemplated by this Agreement.
ARTICLE 7. COVENANTS OF THE BUYERS AND SYSTEMAX.
Each Buyer and Systemax hereby makes, jointly and severally, the following covenants and agreements:
7.1
Post-Closing Cooperation . Each Buyer and Systemax agrees to provide (at the out-of-pocket expense of the Seller
Group) to the Seller Group such information as they may reasonably request (i) in connection with accounting and Tax matters relating to the
conduct of the Transferred Businesses prior to the applicable Closing Dates, and (ii) relating to the Retained Businesses which remains stored
after the applicable Closing Dates in the computer systems purchased by the Buyer pursuant to this Agreement.
7.2
Satisfaction of Conditions Precedent . During the period commencing on the date of this Agreement and ending on the
Internet Closing Date and any Real Estate Closing Date, the Internet Buyers and the Real Estate Buyer, respectively, shall act in good faith to
satisfy, or cause to be satisfied all the conditions precedent to the Internet Buyers’ and Real Estate Buyer’s obligations to consummate the
transactions contemplated by the Internet Closing and the Real Estate Closing, as applicable.
30