CompUSA 2014 Annual Report Download - page 158

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3.29 Customer Lists. Other than as acquired from or made available by any
unaffiliated third party provider of rented or leased
customer lists generally made available in the marketplaces in which the Business is conducted, none of the Seller nor any of its Affiliates has
received or obtained since January 1, 2008, or has possession of any customer list or portion thereof of any of the Companies, and neither the
Seller nor any of the Companies or any other Affiliates of Seller has sold or transferred any ownership interest, title to or rights in any such
customer list or portion thereof to any third party, other than industry standard rental/lease arrangements as described in this sentence.
3.30 No Other Representations and Warranties.
EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE III OF THIS
AGREEMENT (INCLUDING THE DISCLOSURE SCHEDULES AND UPDATED SCHEDULES) THE SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES TO THE BUYER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND THE
SELLER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND
DELIVERY OF THE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
4.1 Organization. The Buyer is validly existing and in good standing under the Laws
of the State of Delaware. The Buyer has all requisite power and authority to enter into this Agreement and the other documents and instruments
to be executed and delivered by the Buyer and to carry out the obligations hereunder and to consummate the transactions contemplated hereby
and thereby.
4.2 No Violation. The execution and delivery of this Agreement by the Buyer and the
consummation by the Buyer of the transactions contemplated hereby will not cause a material breach or violation of or default under any
provision of (a) the Governing Documents of the Buyer; (b) any material contract to which the Buyer is a party or by which the Buyer is bound;
or (c) any Law.
4.3 Authority; Validity. The execution and delivery of this Agreement and the other
documents and instruments to be executed
and delivered by the Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly
authorized by all requisite corporate action of the Buyer. No other corporate act or proceeding on the part of the Buyer is necessary to authorize
this Agreement or the other documents and instruments to be executed and delivered by the Buyer pursuant hereto or the consummation by the
Buyer of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents
and instruments to be executed and delivered by the Buyer pursuant hereto will constitute, valid and binding agreements of the Buyer,
enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency,
reorganization or other Laws affecting creditors ’ rights generally, and by general equitable principles.
37