CompUSA 2014 Annual Report Download - page 159

4.4 Third Party Consents. No approval, authorization, notice, consent or other action
by or filing with any Person is required for the Buyer ’
s execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby.
4.5 Investment/Operational Intent.
(a)
The Buyer has sufficient sophistication, knowledge and experience in financial and business matters to enable it to
evaluate the merits and risks of the transactions contemplated by this Agreement and protect the Buyer ’ s own interests.
(b)
The Buyer has been given access to information requested regarding each of the Companies and their assets,
liabilities, and financial condition, including the opportunity to ask questions of and receive answers from the officers of each of the Companies
concerning the present and proposed activities of each of the Companies and to obtain the information which the Buyer deems necessary or
advisable in order to evaluate the merits and risks of the transactions contemplated by this Agreement, and the Buyer has made its own
independent investigation of each of the Companies and the merits and risks of the transactions contemplated by this Agreement.
Notwithstanding the foregoing, the Seller expressly acknowledges and agrees that the Buyer has relied solely on the representations and
warranties of the Seller expressly and specifically set forth in this Agreement, including the Disclosure Schedule and the Updated Schedules and
any other document executed by the Seller and delivered contemporaneously with the execution hereof.
(c) The Buyer is acquiring the Purchased Equity and Mexican Purchased Equity for investment for the Buyer ’
s own
account, not as a nominee or agent, and not with the view to, or for resale in connection with any “ distribution ”
within the meaning of the
Securities Act of 1933 (the “Securities Act”)
or of any applicable securities Laws. The Buyer does not presently have any contract, undertaking,
agreement, or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the
Purchased Equity and Mexican Purchased Equity. The Buyer understands that the availability of an exemption from registration or from
prospectus requirements under the applicable securities Laws depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Buyer ’
s representations as expressed in this Agreement. The Buyer was not created, and is not being used, solely to
purchase and hold securities in reliance on an exemption from registration or from prospectus requirements under applicable securities Laws.
4.6 Knowledge.
The Buyer has no knowledge of any breaches of any of the representations or warranties made by the Seller
herein.
4.7 Financing. The Buyer has available cash resources in place in an amount
sufficient to satisfy all of the Buyer ’ s obligations under this Agreement and to close the transactions described in this Agreement.
4.8 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Buyer ’ s
knowledge, threatened against or by the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this
Agreement.
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