CompUSA 2014 Annual Report Download - page 139

(a)
Each of the Companies is duly licensed or qualified to conduct business and is in good standing (or its equivalent), in
every jurisdiction where the character of the properties owned or leased by such Company, or the nature of its business, makes such licensing or
qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. All
jurisdictions in which each of the Companies are licensed or qualified to do business are listed in Schedule 3.7(a). Each of the Companies has all
requisite power and authority to own, operate and lease its properties and to carry on the business conducted by such Company as and where
such is now being conducted.
(b)
C&H Service is a limited liability company duly organized, validly existing and in good standing under the Laws of
the State of Delaware. The authorized membership interests of C&H Service consist of a sole membership interest (the “
C&H Service
Interests”),
which is owned of record and beneficially by the Seller. All of the C&H Service Interests have been duly authorized, are validly
issued, fully paid and non-
assessable. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements,
arrangements or commitments of any character relating to the C&H Service Interests or obligating the Seller or C&H Service to issue or sell any
membership interests in C&H Service. C&H Service is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire
or retire any of its membership interests. All of the C&H Service Interests were issued in compliance with applicable Laws. None of the C&H
Service Interests were issued in violation of any agreement, arrangement or commitment to which the Seller or C&H Service is a party or is
subject or in violation of any preemptive or similar rights of any Person. There are no voting trusts, membership interest agreements, proxies or
other agreements or understandings in effect with respect to the voting or transfer of any of the C&H Service Interests.
(c)
C&H Distributors is a limited liability company duly organized, validly existing and in good standing under the
Laws of the State of Delaware. The authorized membership interests of C&H Distributors consist of a sole membership interest (the “
C&H
Distributors Interests”),
which is owned of record and beneficially by the Seller. All of the C&H Distributors Interests have been duly
authorized, are validly issued, fully paid and non-
assessable. There are no outstanding or authorized options, warrants, convertible securities or
other rights, agreements, arrangements or commitments of any character relating to the C&H Distributors Interests or obligating the Seller or
C&H Distributors to issue or sell any membership interests in C&H Distributors. C&H Distributors is not subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any of its membership interests. All of the C&H Distributors Interests were issued in
compliance with applicable Laws. None of the C&H Distributors Interests were issued in violation of any agreement, arrangement or
commitment to which the Seller or C&H Distributors is a party or is subject or in violation of any preemptive or similar rights of any Person.
There are no voting trusts, membership interest agreements, proxies or other agreements or understandings in effect with respect to the voting or
transfer of any of the C&H Distributors Interests.
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