CompUSA 2014 Annual Report Download - page 147

3.15 Compliance With Laws.
(a) Compliance With Laws.
Except as set forth in Schedule 3.15(a), to the Knowledge of the Seller, each of the
Companies has complied and is in compliance with all applicable Laws since January 1, 2012, except where non-
compliance would not have a
cost to any Company after the Closing Date, if adversely determined greater than $20,000. Except as set forth in Schedule 3.15(a), none of the
Companies has received, since January 1, 2012, any written notice of violation or alleged violation of, any Laws, except where such violation
would not have a cost to any Company after the Closing Date, if adversely determined, greater than $20,000. Except as set forth in Schedule
3.15(a), none of the Companies is or has been during the past five years, the subject of any Action by any Governmental Entity for which written
notice has been received by the Company, where damages to the Company could reasonably be in excess of $100,000 after the Closing Date.
(b) Licenses and Permits.
Schedule 3.15(b) contains a true and complete listing of all material Permits currently held by
each of the Companies. All fees and charges with respect to such Permits as of the date hereof have been paid in full. To the Knowledge of the
Seller, such Permits constitute the Permits required for the conduct of the Business as presently conducted, except where the failure to hold a
Permit would not have a Material Adverse Effect. To the Knowledge of the Seller, all such Permits are in full force and effect and each of the
Companies is in compliance in all material respects with the Permits held by it. Since January 1, 2012, no event has occurred that, with or
without notice or lapse of time, waiver or cure period, would reasonably be expected to result in the revocation, suspension, lapse or limitation of
any Permit set forth in Schedule 3.15(b).
(c) FCPA.
Since January 1, 2012, none of the Companies nor, to the Knowledge of the Seller, any of its agents, has to
the extent applicable, (i) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”); (
ii) taken any
unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property,
gifts or anything else of value, directly or indirectly, to any “foreign official” (
as such term is defined in the FCPA); (iii) violated or is in
violation of any provision of the Bribery Act 2010 of the United Kingdom; (iv) made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment; or (iv) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; and each Company has instituted and maintained policies reasonably designed to promote and achieve compliance with
applicable anti-corruption laws and with the representation and warranty contained herein.
(d) OFAC.
None of the Companies nor, to the Knowledge of the Seller, any of their agents, is currently subject to any
U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”);
and neither the Seller
nor any of its Affiliates will, directly or indirectly, use the Purchase Price amount, or lend, contribute or otherwise make available such amount
to any Affiliate, joint venture partner or other Person, for
the purpose of financing the activities of any Person, or in any country or territory, that,
at the time of such funding, is subject to any U.S. sanctions administered by OFAC.
26