Circuit City 2007 Annual Report Download - page 115

Download and view the complete annual report

Please find page 115 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

Buyer, including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Seller to perform and
comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable
in respect of the obligations guaranteed hereby (including a Buyer), and (iii) any right to the enforcement, assertion or exercise by the Seller of
any right, privilege or remedy conferred upon a Buyer under the Operative Agreements, or otherwise.
(d)
The obligations of Systemax under this Section 10.16 shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of a Buyer in respect of the Buyer Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Buyer Guaranteed Obligations, whether as a result of any Legal Proceedings in Bankruptcy Law or otherwise, and Systemax
agrees that it will indemnify Seller on demand for all reasonable costs and expenses (including, without limitation, fees of counsel) incurred by
Seller in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging
that such rescinded or restored payment constituted a preference, fraudulent transfer or similar payment under any Bankruptcy Law. The
obligations of Systemax hereunder shall remain in full force and effect until the first day on which all of the Buyer Guaranteed Obligations under
the Agreement have been paid or otherwise performed in full.
(e)
Systemax hereby agrees that until the payment and satisfaction in full of all Buyer Guaranteed Obligations under this
Agreement, it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in this Section 10.16, whether by
subrogation or otherwise, against a Buyer or any other guarantor of any of the Buyer Guaranteed Obligations or any security for any of the Buyer
Guaranteed Obligations.
(f)
Systemax agrees that the Buyer Guaranteed Obligations may be declared to be forthwith due and payable if not paid or
performed when due, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against a Buyer and that, in the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable by a Buyer) shall forthwith become immediately due and
payable Systemax for purposes of this Section 10.16.
(g)
The guarantee in this Section 10.16 is a continuing guarantee, and shall apply to all Buyer Guaranteed Obligations
whenever arising and wherever located.
10.17
Termination .
(a)
This Agreement may be terminated with respect to the sale of the Purchased Internet Assets at any time prior to the date
of the Internet Closing:
(i)
by mutual agreement of the Seller and the Internet Buyer;
(ii)
by either the Seller or the Internet Buyer, by written notice to the other party if there is a material breach of
the other party’s obligations under this Agreement with respect to the contemplated purchase of the Purchased Internet Assets and such breach
43