Circuit City 2007 Annual Report Download - page 116

Download and view the complete annual report

Please find page 116 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

continues for a period of fifteen (15) days after written notice thereof has been given by the non-breaching party to the breaching party, and
notwithstanding that the non-breaching party may have breached any obligations under this Agreement with respect to the contemplated
purchase of the Purchased Real Estate Assets;
(iii)
by either the Seller or the Internet Buyer, by written notice delivered to the other, if the Internet Closing
shall not have been consummated on or before January 31, 2008; provided that the right to terminate this Agreement with respect to the sale of
such Purchased Internet Assets under this Section 10.17(a)(iii) shall not be available to any party whose failure to take any action required
hereunder to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Internet Closing
to occur prior to such date.
(b)
This Agreement may be terminated with respect to the sale of the Purchased Real Estate Assets subject to any one or
more of the Acquired Leases prior to the date of the applicable Real Estate Closing:
(i)
at any time by mutual agreement of the Seller and the Real Estate Buyer;
(ii)
at any time by either the Seller or the Real Estate 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 Real Estate
Assets and such breach continues for a period of fifteen (15) days after written notice thereof has been given by the non-breaching party to the
breaching party, and notwithstanding that the non-breaching party may have breached any obligations under this Agreement with respect to the
contemplated purchase of the Purchased Internet Assets;
(iii)
with respect to an Acquired Lease which requires the consent of the landlord to assign, by the Real Estate
Buyer at any time after the relevant landlord of the applicable Acquired Lease refuses in writing to consent to the assignment of such lease to the
Real Estate Buyer; or
(iv)
at any time by either the Seller or the Real Estate Buyer, by written notice delivered to the other, if the Real
Estate Closing with respect to such Transferred Real Estate Assets shall not have been consummated on or before February 29, 2008; provided
that the right to terminate this Agreement with respect to the sale of such Real Estate Purchased Assets under this Section 10.17(b)(iv) shall not
be available to any party whose failure to take any action required hereunder to fulfill any obligation under this Agreement shall have been the
cause of, or shall have resulted in, the failure of the Real Estate Closing to occur prior to such date.
(c)
Effect of Termination . If a termination provided for in this Section 10.17 is exercised, there shall be no liability on the
part of any Party with respect to the contemplated sale of the Purchased Internet Assets or the applicable Purchased Real Estate Assets, as the
case may be; provided that, (i) this Article 10 shall survive any such termination and (ii) no termination will relieve any Party from any liability
for any breach of this Agreement occurring prior to such
44