CompUSA 2014 Annual Report Download - page 162

5.5 Publicity. The Confidentiality Agreement by and between Cleary Gull and the
Buyer dated as of August 13, 2014, as
amended to the date hereof, shall remain in full force and effect (the “Confidentiality Agreement”).
None of the Seller, the Buyer or any of the
Companies shall issue any notices, releases, statements and communications generally directed to employees, suppliers, customers and the public
and the press relating to the transactions contemplated by this Agreement without the prior consent of the other Party, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, any Party or its Affiliate may make a public announcement of the proposed or
consummated transaction, if, in the opinion of counsel, such announcement is required to comply with any Law or any rule or regulation of any
securities exchange or securities quotation system and such Party shall, to the extent practicable, consult with the other Party with respect to such
announcements and give reasonable prior written notice of its intent to issue such announcement.
5.6 Notice of Certain Events.
(a) From the date hereof until the Closing, the Seller shall promptly notify the Buyer in writing:
(i)
of any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected
to result in, the failure of any of the conditions set forth in Article VI to be satisfied;
(ii)
of any notice or other communication from any Person alleging that the consent of such Person is or may be
required in connection with the transactions contemplated by this Agreement;
(iii)
of any notice or other communication from any Governmental Entity in connection with the transactions
contemplated by this Agreement; and
(iv)
of any actions commenced for which notice or service of process has been received or, to the Knowledge of
the Seller, threatened against, relating to or involving or otherwise affecting the Seller or any Company that, if pending on the date of this
Agreement, would have been required to have been disclosed pursuant to Sections 3.3 and 3.15 or that relate to the consummation of the
transactions contemplated by this Agreement.
(b) The Buyer ’
s receipt of information pursuant to this Section 5.6 shall not operate as a waiver or otherwise affect any
representation, warranty or agreement given or made by the Seller in this Agreement and shall not be deemed to amend or supplement the
Disclosure Schedule or any Updated Schedule, except as permitted pursuant to Section 5.7 hereof.
5.7 Disclosure Schedule.
(a) Disclosure Schedule.
Contemporaneously with the execution and delivery of this Agreement, the Seller is delivering
to the Buyer the Disclosure Schedule. The Disclosure Schedule and any Updated Schedules delivered pursuant to Section 5.7(b) are deemed to
constitute an integral part of this Agreement and to modify the representations, warranties, covenants or agreements of the Seller contained in
this Agreement. If a document or matter is disclosed in the Disclosure Schedule or any Updated Schedule, it shall be deemed to be disclosed
for
all purposes of this Agreement without necessity of specific repetition or cross-
reference; however, the inclusion of any item in the Disclosure
Schedule shall not be construed as an indication of the materiality or lack of materiality of such item.
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