CompUSA 2014 Annual Report Download - page 161

(h)
Each of the Companies shall perform all of its obligations under all Material Contracts in the ordinary course of
business.
(i) Each of the Companies shall maintain its books and records in accordance with past practice.
(j) Each of the Companies shall comply in all material respects with all applicable Laws.
5.3 Efforts to Close.
(a)
Each Party will use commercially reasonable efforts to cause the conditions to its respective obligations to
consummate the Closing to be satisfied (including the preparation, execution and delivery of all agreements and instruments contemplated
hereunder to be executed and delivered by such Party in connection with or prior to the Closing).
(b)
The Buyer acknowledges and agrees that the Companies and their Affiliates have no responsibility for any financing
that the Buyer may raise in connection with the transactions contemplated hereby, and no responsibility for the content of any rating agency
presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents prepared
by or on behalf of the Buyer or any of its affiliates, or the Buyer ’ s financing sources, in connection with the Buyer ’
s financing activities in
connection with the transactions contemplated hereby.
5.4 Exclusivity. Until the Closing occurs or this Agreement is terminated in accordance with its terms (the “Exclusivity Period”
),
(
i) neither Seller nor any Company nor their representatives, shall, and shall not permit any other person including, without limitation, Cleary
Gull and/or Quarles & Brady LLP, directly or indirectly, to solicit or negotiate any proposal for or continue any negotiation with respect to a
transaction involving the Purchased Equity or any sale of substantially all of the assets outside the ordinary course of business involving any
Company and (ii) neither Seller nor any Company nor their representatives including, without limitation, Cleary Gull and/or Quarles & Brady
LLP, shall solicit or negotiate any proposal regarding the sale of any Company directly or indirectly to or with any other bidder for any
Company or any person who has expressed interest in or submitted a bid for any Company for a transaction, or provide any information with
respect to (and in this regard any such person shall be denied access to the virtual data room during the Exclusive Period) any Company or
communicate the terms or conditions of this Agreement. Seller and/or each Company agree that a breach of any term, covenant or provision of
this Section 5.4 by any one of Seller and/or any Company or their representatives shall cause immediate, substantial and irreparable harm to
Buyer, and that in any suit, action or proceeding commenced by Buyer to enforce and/or remedy such breach, an action for damages will be
insufficient, and that such damages are difficult to ascertain and there is no adequate remedy at law, and, accordingly, Buyer may seek and
obtain such equitable relief, including injunctive relief, against Seller and/or any Company or any third party unaffiliated with Buyer regarding
negotiation and/ or consummation of any transaction with such third party directly or indirectly resulting or relating to a breach by Seller and/or
any Company of their obligations hereunder. Further, the foregoing shall not be in limitation of any other remedy available to Buyer.
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