CompUSA 2014 Annual Report Download - page 145

(l)
Issued, sold or otherwise disposed of any of its Equity, or granted any options, warrants or other rights to purchase
or obtain (including upon conversion, exchange or exercise) any of its Equity;
(m)
Incurred, assumed or guaranteed any indebtedness for borrowed money except unsecured current obligations and
liabilities incurred in the ordinary course of business consistent with past practice;
(n)
Transferred, assigned, sold or otherwise disposed outside of the ordinary course of business and not in excess of
$50,000 of any of the assets shown or reflected in the Financial Statements (other than sales of inventory in the ordinary course) or canceled any
debts or entitlements;
(o)
Transferred, assigned or granted any license or sublicense of any material rights under or with respect to any
Company Intellectual Property;
(p) Made any material capital expenditures in excess of $50,000;
(q) Imposed any Liens upon any of the Company properties, Equity or assets, tangible or intangible;
(r) Entered into a new line of business or abandoned or discontinued any existing lines of business;
(s)
Adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in
bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any
similar Law; or
(t)
Acquired by merger or consolidated with, or purchased a substantial portion of the assets or stock of, or acquired in
any other manner, any business or any Person or any division thereof.
3.12 Assets.
(a)
Except as set forth on Schedule 3.12(a)(ii), each of the Companies has (i) good, valid and marketable title to all of
its owned assets and properties and (ii) valid right to use pursuant to a license or intercompany agreement or other arrangement (and other than
as set forth in the Transition Services Agreement) with annual payment amounts in excess of $25,000, all of the assets and properties being used
in the conduct of the Business, free and clear of all Liens except (1) those listed on Schedule 3.12(a)(i); (2) Liens for Taxes, charges or
assessments not yet due or which are being contested in good faith by appropriate proceedings; (3) statutory and contractual Liens granted to any
landlord, lessor, licensor, materialman, mechanic, carrier, or repairer and similar Liens granted in the ordinary course of business; (4) Liens
expressly reflected in the Financial Statements; (5) zoning, entitlement, building and other land use and similar Laws and any agreements
entered into with respect to the same; (6) easements, covenants, conditions, restrictions and other similar matters of record; and (7) other
immaterial defects in title.
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