Circuit City 2007 Annual Report Download - page 95

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the transactions contemplated hereby, (ii) liabilities set forth in Section 3.9 of the Seller Disclosure Schedule or (iii) the Terminable Liens.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES AND DISCLOSURES OF THE SELLER WITH RESPECT TO THE
PURCHASED REAL ESTATE ASSETS.
Except as set forth herein or in the Seller Disclosure Schedule, the Seller represents and warrants to the Real Estate Buyer as follows
(with each representation and warranty being made as of the date of this Agreement, other than those made as of a specified date, which shall be
made as of such specified date):
4.1
Corporate Existence and Qualification of the Seller; Title to Purchased Assets; Due Execution, Stockholders, Etc.
(a)
The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to conduct the business of the Transferred Real Estate Business through the Internet Closing
Date and to own or lease and to operate the Purchased Real Estate Assets as and in the places where such business is conducted and where the
Purchased Real Estate Assets are owned, leased or operated.
(b)
Except as set forth in Section 4.1(b) of the Seller Disclosure Schedule, the Seller Group owns all of the applicable
Purchased Real Estate Assets free and clear of all Liens, other than The Seller and each applicable member of the Real Estate 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 Buyer 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)
The Seller owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests in each
member of the Real Estate 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.
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