CompUSA 2014 Annual Report Download - page 138

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
All representations and warranties of the Seller are made subject to the Disclosure Schedule. Subject to the foregoing, the Seller hereby
represents and warrants to the Buyer as follows:
3.1 Seller Organization and Power. The Seller is a corporation duly organized,
validly existing and in good standing under the
Laws of the State of Delaware. The Seller has full corporate power, right and authority to enter into, execute and deliver this Agreement
and the documents and instruments to be executed and delivered by the Seller pursuant hereto and to carry out the obligations hereunder
and to consummate the transactions contemplated hereby. The execution and delivery by the Seller of this Agreement, the performance
by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly
authorized by all requisite corporate action on the part of the Seller and TAKKT AG.
3.2 Purchased Equity. The Seller has full power, right and authority to transfer the Purchased Equity and the Mexican Purchased
Equity to the Buyer. The Seller owns and is conveying to the Buyer the Purchased Equity and Mexican Purchased Equity, free and clear
of all Liens.
3.3 Seller Litigation. There is no litigation, arbitration, action, suit, proceeding or investigation pending or, to the Seller ’ s
Knowledge, threatened against the Seller relating to the purchase and sale of the Purchased Equity and Mexican Purchased Equity or
that could delay or prevent the transactions contemplated hereby.
3.4 Enforceability. This Agreement constitutes, and when executed and delivered, the other documents and instruments required
to be executed and delivered by the Seller pursuant hereto will constitute, the valid and binding agreement of the Seller enforceable
against the Seller in accordance with their respective terms and enforceable against any Company with respect to any actions to be
taken by or on behalf of the Seller and any Company hereunder on or prior to the Closing Date.
3.5 No Violation. Except as set forth in Schedule 3.5, the execution and delivery of this Agreement by the Seller and the
consummation by the Seller and/or each of the Companies of the transactions contemplated hereby will not cause (with or without
giving effect to lapse of time, any waiver or any notice or cure period) a breach or violation of or default under or conflict with or be in
contravention of any provision of (a) the Governing Documents of the Seller or any of the Companies; (b) any Material Contract to
which the Seller or any of the Companies is a party or by which any of the Seller and/or any of the Companies and/or their assets are
bound; or (c) to the Knowledge of the Seller, any Law applicable to the Seller or any of the Companies.
3.6 No Acquisitions. Except for this Agreement, and as set forth on Schedule 3.6,
neither the Seller nor any Company is a party to
or bound by any agreement, undertaking or commitment with respect to a purchase, sale, share exchange or tender offer for the
Purchased Equity and Mexican Purchased Equity or any assets of any of the Companies.
3.7 Organizational Matters; Equity.
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