Circuit City 2007 Annual Report Download - page 84

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2.2
Retained Assets .
(a)
The Purchased Internet Assets shall not include any assets, rights or properties not identified in Section 2.1(a). Without
limiting the generality of the foregoing sentence and notwithstanding anything to the contrary herein, the Seller or its Affiliates shall retain all of
their respective right, title and interest in and to, and shall not, and shall not be deemed to, sell, transfer, assign, convey or deliver to the Internet
Buyers, and the Purchased Internet Assets shall not, and shall not be deemed to, include, the assets, rights or properties described in Exhibit 2.2
(a) attached hereto.
(b)
The Purchased Real Estate Assets shall not include any assets, rights or properties not identified in Section 2.1(b).
Without limiting the generality of the foregoing sentence and notwithstanding anything to the contrary herein, the Seller or its Affiliates shall
retain all of their respective right, title and interest in and to, and shall not, and shall not be deemed to, sell, transfer, assign, convey or deliver to
the Real Estate Buyer, and the Purchased Real Estate Assets shall not, and shall not be deemed to, include, the assets, rights or properties
described in Exhibit 2.2(b) attached hereto.
2.3
Assumed Liabilities .
(a)
Upon the terms and subject to the conditions set forth in this Agreement, the applicable Internet Buyer hereby assumes
and agrees to pay, perform and discharge when due all Liabilities of the Seller Group whether arising on, prior to or after the Internet Closing
Date, to the extent arising out of or relating to, or incurred in connection with any sales by the Seller with respect to the Transferred Internet
Business which result in the return of merchandise in accordance with the Seller’s return policy in effect as of the date of the sale of such
merchandise, and all Liabilities of the Seller Group arising after the Internet Closing Date to the extent arising out of or relating to, or incurred in
connection with the Assigned Internet Contracts or any of the other Purchased Internet Assets (collectively, the “ Assumed Internet Liabilities
”). The assumption of the Assumed Internet Liabilities by the Internet Buyers shall not enlarge any rights of third parties under any Contract or
arrangement with the Internet Buyers or the Seller, and nothing herein shall prevent any Party from contesting in good faith with any third party
any Liability.
(b)
Upon the terms and subject to the conditions set forth in this Agreement, the Real Estate Buyer hereby assumes and
agrees to pay, perform and discharge when due all Liabilities of the Seller Group arising after any Real Estate Closing Date, to the extent arising
out of or relating to, or incurred in connection with any of the Assigned Contracts relating to or any of the other Purchased Real Estate Assets
transferred on such Real Estate Closing Date (collectively, the “ Assumed Real Estate Liabilities ”).
The assumption of the Assumed Real Estate
Liabilities by the Real Estate Buyer shall not enlarge any rights of third parties under any Contract or arrangement with the Real Estate Buyer or
the Seller, and nothing herein shall prevent any Party from contesting in good faith with any third party any Liability.
2.4
Retained Liabilities . The Buyers do not assume, or agree to pay, perform, discharge or be responsible for, any Liability
(other than Assumed Liabilities and other Liabilities for which Buyers are responsible under the terms of this Agreement) of any member
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