Circuit City 2007 Annual Report Download - page 91

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Permitted Liens. The Seller and each member of the Internet Seller Group is duly qualified to transact business and is in good standing in
jurisdictions where the nature of the properties owned or leased by it or the activities conducted by it make such qualifications necessary.
(c)
The Seller has all requisite corporate power and authority to enter into and deliver this Agreement and perform its
obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this
Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Seller and its shareholder. This Agreement has been duly executed and delivered by the Seller and, assuming
the due authorization, execution and delivery by the Buyers and Systemax, this Agreement constitutes the legal, valid and binding obligation of
the Seller, enforceable against the Seller 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)
Each member of the Internet Seller Group has all requisite corporate or other power and authority to enter into and deliver
the Internet Transfer Instruments to which it is a party and perform its obligations thereunder and to consummate the transactions contemplated
thereby. The execution, delivery and performance of such Internet Transfer Instruments by each member of the Internet Seller Group signatory
thereto and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate or other action
on the part of such Person and its shareholder. Each Internet Transfer Instrument has been duly executed and delivered by the appropriate
members of the Internet Seller Group and, assuming the due authorization, execution and delivery by the Internet Buyer, such Internet Transfer
Instrument constitutes the legal, valid and binding obligation of the member of the Internet Seller Group, enforceable against such Person 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).
(e)
The Seller owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests in each
member of the Internet Seller Group, in each case free and clear of any Lien and the Seller has all rights to vote and transfer such capital stock
and equity interests without restriction.
3.2
No Violation . Except as set forth in Section 3.2 of the Seller Disclosure Schedule, neither the execution and delivery by
the Seller of this Agreement, the execution and delivery of the Internet Transfer Instruments, nor the consummation by the Seller of the
transactions contemplated hereby: (i) violates or will violate any Applicable Law with respect to the Internet Seller Group; (ii) violates or will
violate any Order of Governmental Authority applicable to the Internet Seller Group; (iii) conflicts or will conflict with, or results or will result
in a breach of or default under, the Organizational Documents of any member of the Internet
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