CompUSA 2014 Annual Report Download - page 174

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5.26 Employment Records.
For the TAKKT and Avenue employees listed in Schedule 5.26, Seller shall keep and maintain
possession of their personnel and employment files and records. To the extent any such records (in whatever format) remain in the possession of
any of the Companies subsequent to Closing, Buyer agrees to promptly return to Seller, upon written request by Seller, such records, including
originals and copies thereof. Buyer acknowledges that such records are the property of Seller.
5.27 Merchants.
Buyer and Seller shall work together to obtain five new merchant IDs for each of the U.S. Companies and Avenue
with Paymentech, LLC (collectively, the “Merchant IDs”).
In addition, Seller shall provide Cybersource each of the Merchant IDs and shall
cause Cybersource to test and confirm with Paymentech, LLC the authorization and settlement process for each of Merchant IDs.
ARTICLE VI
CONDITIONS PRECEDENT TO THE BUYER ’ S OBLIGATIONS
Each and every obligation of the Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing
of each of the following conditions:
6.1 Representations and Warranties True on the Closing Date. Each of the
representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects (in the case of any
representation or warranty not qualified by materiality or Material Adverse Effect) or in all respects (in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, at and as of the time of the Closing, as if made on the Closing Date and the Closing
Date was substituted for the date of this Agreement throughout such representations and warranties, except for any variances caused by actions
taken or omitted as permitted by Section 5.2.
6.2 Compliance With Agreement. The Seller shall have in all material respects
performed and complied with all of the agreements and obligations under this Agreement which are to be performed or complied with by it prior
to or on the Closing Date.
6.3 Absence of Litigation. No action or proceeding may be pending before any
Governmental Entity in which an unfavorable judgment, decree, injunction or order would prevent the consummation of the Closing of the
transactions contemplated hereby. No injunction or restraining order shall have been issued by any Governmental Entity and be in effect which
restricts or prohibits any material transaction anticipated hereby.
6.4 Consents and Approvals. All approvals, consents and waivers that are listed on
Schedule 3.5 and/or Schedule 3.8 shall have been received, and executed counterparts thereof shall have been delivered to the Buyer at or prior
to the Closing.
6.5 Employment of Executives. Each of David McKeon, Michael Snapper, and Nelson Rivers shall be employed by the
applicable Company at Closing.
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