CompUSA 2014 Annual Report Download - page 172

(e)
The Seller acknowledges that the restrictions contained in this Section 5.17 are reasonable and necessary to protect
the legitimate interests of the Buyer and constitute a
material inducement to the Buyer to enter into this Agreement and consummate the
transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.17 should ever be adjudicated to exceed
the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly
empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic,
product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.17 and each provision hereof are
severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not
invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(f) Notwithstanding anything to the contrary in this Agreement, Section 5.17(a) and 5.17(c) does not prevent the Seller or any of
its Affiliates within the Office Equipment Group or the Specialty Products Group, as applicable, from the following “Permitted Business” (
i)
marketing, selling or advertising any product line Seller and any such Affiliate within such product group, as applicable, is marketing, selling or
advertising as of the Closing Date, including without limitation any product line sold in its Office Equipment Group (consisting of National
Business Furniture and its Affiliates) such as office accessories, av equipment, janitorial and sanitary supplies, ergonomic solutions, furniture
and equipment (including without limitation mats, storage, waste receptacles, wire shelving, carts, stands, stools) and including without
limitation any product line in its Specialty Products Group (consisting of Hubert, Central Restaurants and George Patton Associates and their
Affiliates) such as point of sale and display lines, apparel, equipment (including wooden and stainless tables), customer convenience (including
crowd control, first aid security, and loss prevention items), maintenance and back room supplies (including break room supplies, janitorial and
sanitary supplies, storage materials and racks, floor maintenance, hoses, carts, racks, shelving, waste containers, mats), furniture (stacking chairs
and tables), and food service, grocery and restaurant supply and restaurant equipment product lines; or, (ii) marketing, selling or advertising the
product or service of any business that Seller or any of its Affiliates acquires after the date hereof, provided that less than 10% of the acquired
business’
product line competes with the Business and provided that the product or service was marketed, advertised or sold by the acquired
business at the time of the acquisition; or (iii) marketing, selling or advertising any product that does not compete with the Business.
5.18 Transfer of Milwaukee Property.
On or prior to the Closing Date, C&H Distributors shall transfer to the Seller or its
Affiliates by quit-
claim deed all of its rights, title and interest in and to the Milwaukee Property on such terms as the Seller and C&H
Distributors agree.
5.19 Closing Conditions.
From the date hereof until the Closing, the Seller shall, and the Seller shall cause each Company to, use
reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VI and to consummate
and make effective the transactions contemplated by this Agreement. In addition from the date hereof until the Closing, the Seller shall not, and
the Seller shall cause each Company, to not breach any representation or warranty set forth in this Agreement.
5.20 Management Reports.
During the period between the date of this Agreement and the Closing Date, the Seller shall deliver to
the Buyer, within fifteen (15) days after the end of the relevant period monthly profit and loss account, balance sheet and management reports, in
the form currently used, for each of the Companies.
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