CompUSA 2014 Annual Report Download - page 146

(b) The assets referred to in Sections 3.12(a)(i) and 3.12(a)(ii) above are operational.
(c)
Schedule 3.12(c) contains a complete and accurate list of the Real Property, including, (i) the street address of each
parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease and the rental amount currently
being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such
property. With respect to Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases
affecting the Real Property. None of the Companies owns any real property as of the date hereof. Each Company is in compliance in all material
respects with, has not received since January 1, 2012 notice of default or termination under and is not in default under any such lease for Real
Property.
(d)
Except as set forth in Schedule 3.12(d), all of the tangible personal property owned by each of the Companies is
located on the Real Property, except inventory in transit.
(e)
Except as set forth in Schedule 3.12(e), the furniture, fixtures, machinery, equipment, vehicles and other items of
tangible personal property owned by each Company are in good operating condition and repair, subject to normal wear and tear, and are
adequate for the uses to which they are being put, and none of such furniture, fixtures, machinery, equipment, vehicles and other items of
tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in
nature or cost. Except as set forth on Schedule 3.12(e) and except for those assets provided in the Transition Services Agreement, the furniture,
fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by each Company, together
with all other properties and assets of each Company, are sufficient for the continued conduct of each Company’
s business after the Closing in
substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the
business of each Company as currently conducted.
(f) To Seller’ s Knowledge, the use and operation of the Real Property in the conduct of each Company’
s business do
not violate in any material respect any Law. Except as set forth on Schedule 3.12(f), no Company is a sublessor or grantor under any sublease or
other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Real Property. To Seller’
s
Knowledge, there are no Actions pending against or affecting any Real Property or any portion thereof or interest therein in the nature or in lieu
of condemnation or eminent domain proceedings.
3.13 Bank Accounts.
Schedule 3.13 sets forth the names and locations of all banks, trust companies, savings and loan associations
and other financial institutions at which each of the Companies maintains a safe deposit box, lock box or checking, savings, depository, custodial
or other account of any nature, and the type and authorized signatories of each such account.
3.14 Litigation.
Except as set forth in Schedule 3.14, there is no action, suit, proceeding, or arbitration pending for which notice or
service of process has been served on any Company or, to the Seller’
s Knowledge, threatened (a) against any of the Companies affecting any of
its properties or assets, or (b) against or by any of the Companies or the Seller that challenges or seeks to prevent, enjoin or otherwise delay the
transactions contemplated by this Agreement. Except as set forth in Schedule 3.10 or Schedule 3.14, to the Knowledge of the Seller, there is no
governmental investigation pending or threatened against any of the Companies and no unsatisfied judgments, penalties or awards against or
affecting any of the Companies or any of its respective properties or assets.
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