Circuit City 2007 Annual Report Download - page 105

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The foregoing conditions are for the exclusive benefit of each of the Buyers and Systemax and any such condition may be
waived, in whole or in part, by the Buyers and Systemax at or prior to the Closing, and the Buyers and Systemax shall have the right to proceed
with the transactions contemplated hereby without waiving any of their other rights hereunder.
8.3
Conditions to Obligations of the Seller . The obligation of Seller to consummate and cause the consummation of the
transactions contemplated by the Internet Closing and any Real Estate Closing are subject to the fulfillment, prior to or at the applicable Closing,
of the following conditions precedent:
(a)
each Buyer and Systemax shall have performed, and complied with, in all material respects the covenants and
obligations required to be performed by such Buyer or Systemax under this Agreement with respect to the Transferred Internet Business and the
Purchased Internet Assets or the Transferred Real Estate Business and the Purchased Real Estate Assets, as applicable, on or prior to the Internet
Closing Date or a Real Estate Closing Date, as the case may be;
(b)
the representations and warranties of the Buyers contained in Article 6 hereof which are qualified by materiality or a
material adverse effect shall be true on and as of the date hereof, except for any representations and warranties that are made as of a specified
date, which shall be true on and as of such date. All other representations and warranties of the Buyers contained in Article 6 hereof shall be true
in all material respects on and as of the date hereof, except for any representations and warranties that are made as of a specified date, which
shall be true on and as of such date;
(c)
the applicable Buyer shall have executed and delivered to the Seller all applicable Transfer Instruments;
(d)
the Trade Name Buyer shall have delivered or caused to be delivered the Trade Name Purchase Price, the Domain Name
Buyer shall have delivered or caused to be delivered the Domain Name Purchase Price or the Real Estate Buyer shall have delivered or caused to
be delivered the applicable Real Estate Purchase Price, as the case may be; and
(e)
Systemax shall have executed and delivered to the Seller the letter agreement substantially in the form attached hereto as
Exhibit 8.3(e) .
The foregoing conditions are for the exclusive benefit of the Seller and any such condition may be waived, in whole or in part,
by the Seller at or prior to the applicable Closing, and the Seller shall have the right to proceed with the transactions contemplated hereby
without waiving any of its other rights hereunder.
ARTICLE 9. INDEMNIFICATION .
9.1
Survival of Warranties .
(a)
Subject to Section 9.1(b) below, (i) the representations and warranties of the Seller in Article 3 and Article 4 of this
Agreement shall survive the Internet Closing Date and the applicable Real Estate Closing Date, respectively, for one year and (ii) the
representations and
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