CompUSA 2014 Annual Report Download - page 170

(i)
Buyer shall take no action outside of the ordinary course of business related to any Company on the Closing Date,
such as a merger or other event that may cause an adverse tax impact to Seller and its Affiliates on the Closing Date.
5.13 Escheatment Cooperation.
(a)
The Buyer and the Seller agree to fully cooperate with each other and to furnish or cause to be furnished to each
other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance,
including making employees, agents, auditors and representatives available on a mutually convenient basis to provide additional information and
explanations of any material provided, relating to any Company as is reasonably necessary for the preparation or filing of any Escheatment
Payment filing (including any amendment of any filing that has previously been made with any state), and for the prosecution or defense of any
claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Escheatment Payments. The Buyer and the Seller
agree to retain, or cause to be retained, all books and records with respect to Escheatment Payment matters pertinent to the Companies relating to
any period beginning on or prior to the Closing Date until the expiration of the statute of limitations for assessment of the applicable
Escheatment Payments (and, to the extent notified by the Buyer or the Seller, any extension thereof). The Buyer and the Seller further agree,
upon request, to use their reasonable efforts to obtain any document from any authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Escheatment Payment that could be imposed; and
(b) Seller shall have the right to assume the defense of any claims that relate to Escheatment Payments.
5.14 Indebtedness. The Companies will satisfy all Indebtedness prior to the Closing or out of the transaction proceeds.
5.15 Insurance.
Commencing on the Closing Date, the Buyer and each of the Companies shall be responsible for obtaining
replacement insurance policies for each of the Companies. The Buyer acknowledges and agrees that neither the Seller nor its Affiliates shall
have any obligation to provide any insurance of any kind to any Company after the Closing Date. Any coverage provided by Seller and its
Affiliates or Franz Haniel & Cie GmbH shall terminate on the Closing Date.
5.16 Conflicts and Privilege.
The Buyer acknowledges that Quarles & Brady LLP, Cannizzo and Stikeman represent the interests
of the Seller in the transactions contemplated by this Agreement. The Buyer hereby agrees that, in the event a dispute arises after the Closing
between the Buyer and the Seller, Quarles & Brady LLP, Cannizzo and Stikeman may represent the Seller in such dispute even though the
interests of the Seller may be directly adverse to the Buyer or to any of the Companies, and even though Quarles & Brady LLP, Cannizzo and
Stikeman may have represented any of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for
the Buyer or any of the Companies. The Buyer further agrees that, as to all communications among Quarles & Brady LLP, Cannizzo, Stikeman,
any of the Companies and the Seller that relate in any way to the transaction contemplated by this Agreement, the attorney-
client privilege and
the expectation of client confidence belongs to the Seller and may be controlled by the Seller, and shall not pass to or be claimed or controlled by
the Buyer or any of the Companies. Notwithstanding the foregoing, in the event a dispute arises between the Buyer or any of the Companies and
a party other than a Party to this Agreement after the Closing, any Company may assert the attorney-
client privilege to prevent disclosure of
confidential communications by Quarles & Brady LLP, Cannizzo and Stikeman to such third party; provided, however, that the Buyer or such
Company may not waive such privilege without the prior written consent of the Seller.
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