CompUSA 2014 Annual Report Download - page 160

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ARTICLE V
COVENANTS
From and after the date of this Agreement, the Parties shall comply with the following covenants:
5.1 Access to Information and Records. During the period prior to the Closing, the
Seller shall cause each of the Companies to give the Buyer and its counsel, accountants and other representatives (i) with the prior consent of the
Seller which consent shall not be unreasonably withheld, reasonable access during normal business hours to the properties, books, records,
contracts and documents of each of the Companies for the purpose of inspection, investigation and testing; and (ii) with the prior consent of the
Seller in each instance, access to the officers of each of the Companies for the purposes of such meetings and communications as the Buyer
reasonably desires. All access provided pursuant to this Section 5.1 shall be coordinated through Cleary Gull, the Chief Financial Officer of the
Seller, or Quarles & Brady LLP.
5.2 Conduct of Business Pending the Closing. From the date hereof until the Closing,
except as otherwise provided in this Agreement or approved in writing by the Buyer (which approval shall not be unreasonably withheld), the
Seller shall cause each of the Companies to comply with the following covenants:
(a) No Material Changes.
Each of the Companies shall carry on the Business in the ordinary course and substantially
the same manner as heretofore conducted; provided that any of the Companies and the Seller may take any actions needed to close the
transactions contemplated by this Agreement.
(b) Maintain Organization.
Each of the Companies shall use commercially reasonable efforts to maintain, preserve,
renew and keep in favor and effect the existence, rights and franchises of such Company and to keep the business organization of such Company
intact.
(c) No Corporate Changes.
No Company shall amend its Governing Documents or redeem, purchase or otherwise
acquire any of the Equity, except for the capital contributions being made to certain Companies or dividends being paid by certain Companies
related to the settlement of the intercompany indebtedness.
(d) Each of the Companies shall preserve and maintain all of its Permits.
(e) Each of the Companies shall pay its debts, Taxes and other obligations when such become due and payable.
(f)
Each of the Companies shall maintain the fixed and leased assets owned, operated or used by each Company in the
same condition as they were on the date of this Agreement, subject to reasonable wear and tear.
(g)
Each of the Companies shall continue in full force and effect without any adverse modifications all insurance
policies set forth on Schedule 3.16, except as required by applicable Law.
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