CompUSA 2014 Annual Report Download - page 178

(i) Good Standing Certificate.
A good standing certificate (or its equivalent) for the Buyer from the secretary of state
or similar Governmental Entity of the jurisdiction under the Laws in which it is organized.
(j) Other Documents.
Such other documents or instruments as the Seller reasonably requests and are reasonably
necessary to consummate the transactions contemplated by this Agreement.
ARTICLE VIII
SURVIVAL; INDEMNIFICATION
8.1 Survival. All of the representations and warranties of the Parties made in this Agreement shall survive for a period of twelve
(12) months after the Closing Date and thereafter be of no further force or effect; provided, the representations and warranties in Section 3.15
(Compliance With Laws) and Section 3.22 (Brokerage) shall survive for a period of two years after the Closing Date; (b) Sections 3.1 (Seller
Organization and Power); 3.2 (Purchased Equity); 3.7(b)-(g) (Organizational Matters; Equity) shall survive for a period of five years after the
Closing Date; (c) Section 3.19 (Employee Benefit Plans) shall survive for a period of six years after the Closing Date; (d) Section 3.20
(Environmental Matters) shall survive for a period of ten years after the Closing Date ; and (e) Section 3.10 (Tax Matters) shall survive for the
full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and
agreements of the Seller contained herein shall survive the Closing for the period explicitly specified therein or if not specified therein two (2)
years. Notwithstanding the foregoing, such expiration will not affect a Party
’ s rights and obligations as to any valid claim asserted prior to such
date.
8.2 General Indemnification by the Seller.
(a) General.
Subject to the provisions of this Article VIII, the Seller agrees to indemnify the Buyer and hold the Buyer
and its Affiliates and their respective Representatives harmless from and against any and all Losses incurred or sustained by, or imposed upon,
the Buyer and its Affiliates, with respect to or by reason of:
(i)
Any breach of or inaccuracy in any representation or warranty made by the Seller and contained in this
Agreement; or
(ii)
Any nonfulfillment or breach of any covenant, agreement or obligation to be performed by the Seller under
this Agreement.
(b)
Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be entitled to indemnification under
Section 8.2(a)(i) or (ii):
(i)
In connection with any claim for indemnification hereunder whereby the Buyer or any of the Companies has
already recovered at the time of making the indemnity claim from a third party (including any insurance provider);
(ii)
With respect to any Loss that is set forth in the Disclosure Schedule, an Updated Schedule or reflected in the
Final Closing Date Balance Sheet, including any accruals or reserves included in the determination thereof;
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