CompUSA 2014 Annual Report Download - page 129

“Law”
shall mean any foreign, federal, provincial, state, local or other governmental law, rule or regulation, of a Governmental
Entity, and the rules and regulations promulgated thereunder.
“Lien”
shall mean any mortgage, pledge, hypothecation, lien (statutory or otherwise), preference, security agreement,
easement, restriction or other similar encumbrance.
“Losses”
shall mean damages, liabilities, deficiencies, claims, actions, demands, judgments, interest, losses, costs or expenses,
including reasonable attorneys’ fees; provided, however, that “Losses”
shall not include loss of profits, punitive damages or other special,
exemplary or consequential damages and shall not be calculated by using a multiple of earnings, book value or other similar measure that may
have been used in arriving at or that may be reflective of the Purchase Price.
“Market Break” shall have the meaning in the definition of “Material Adverse Effect” below.
“Material Adverse Effect”
shall mean a material adverse effect on: (a) the Business, results of operations, condition (financial
or otherwise) or assets of the Companies taken as a whole and/or C&H Distributors individually; or (b) the ability of the Seller or any Company
to consummate the transactions contemplated by this Agreement to be consummated by it, on a timely basis; provided that, Material Adverse
Effect shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) a change after
the date hereof in any applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (ii) any changes in
financial, banking or securities markets in the U.S., Canada or Mexico in general, which includes significant adverse change resulting from the
closing of public equity markets in the U.S. or the halt or suspension of trading thereon and/or the closure or suspension of general commercial
banking activities on the U.S.; (iii) any change that generally affects any industries in which the Business operates; (iv)
any change arising in
connection with earthquakes, tornadoes and other acts of nature, hostilities, acts of war (whether or not declared), sabotage, terrorism or military
actions; (v)
compliance by the Seller with the terms of, or taking any action contemplated by, this Agreement or any agreement or document
executed in connection herewith; (vi) any action taken by the Buyer in contravention of the terms and provisions of this Agreement; or (vii) the
announcement, pendency or completion of the transactions contemplated by this Agreement; provided however, that any event, occurrence, fact,
condition or change referred to in clauses (i) through (iv) immediately above shall constitute a Material Adverse Effect to the extent that such
event, occurrence, fact, condition or change has a disproportionate effect on the Companies taken as a whole and/or C&H individually as
compared to other participants in the industries in which the relevant Company conducts its businesses.
“Material Contracts” shall have the meaning specified in Section 3.17(a) of this Agreement.
“Material Customers” shall have the meaning specified in Section 3.26(a).
“Material Suppliers” shall have the meaning specified in Section 3.26(b) of this Agreement.
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