CompUSA 2014 Annual Report Download - page 141

(g)
Avenue is a corporation duly organized, validly existing and in good standing (or its equivalent) under the Laws of
the Province of Ontario, Canada. The authorized capital of Avenue consists of an unlimited number of common shares, an unlimited number of
Preference shares and an unlimited number of Class A Special shares. All of the issued and outstanding shares of Avenue, consisting of 200
common shares and 7,000 Class A Special shares (collectively, the “Avenue Shares”),
are owned of record and beneficially by the Seller. All of
the Avenue Shares 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 Avenue Shares or
obligating the Seller or Avenue to issue or sell any shares of, or other interest in, Avenue. Avenue is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its capital. All of the Avenue Shares were issued in compliance with
applicable Laws. None of the Avenue Shares were issued in violation of any agreement, arrangement or commitment to which the Seller or
Avenue 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 Avenue Shares.
(h)
True, correct and complete copies of the Governing Documents of each of the Companies have been made available
to the Buyer. The Governing Documents are valid and in full force and effect. None of the Companies is in violation of any provision of the
Governing Documents. Except as set forth in Section 3.7(f), no Company has any ownership interest in any other Person.
3.8 Third Party Consents. Except for the third party consents listed on Schedule 3.8
and except for any agreements that are not
Material Contracts, no approval, registration, authorization, notice, consent or other action by or filing with any Person is required for the
Seller’
s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby to be performed
by the Seller and/or for the performance of this Agreement by Seller and the consummation of the transactions contemplated to be performed by
any Company.
3.9 Financial Statements. Schedule 3.9 contains true, correct and complete copies of
the Financial Statements. All of such
Financial Statements (a) have been prepared in accordance with the books and records regularly maintained by each of the Companies; (b) fairly
present in all material respects the financial condition of each of the Companies as of the respective dates indicated and the assets, liabilities,
financial condition and results of operation of the Companies as of the dates and for the periods indicated; and (c) were prepared in accordance
with IFRS consistently applied throughout all periods involved, subject to any exceptions described therein and, in the case of the Recent
Balance Sheets, to normal year-
end and audit adjustments and any other adjustments described therein and to the absence of footnotes thereto.
Each of the Companies maintains a standard system of accounting established and administered in accordance with IFRS (and the Company’
s
accounting guidelines). The consolidated and consolidating Financial Statements are prepared in Euros and then converted back to U.S. Dollars.
3.10 Tax Matters. Except as set forth on Schedule 3.10:
20