OR OTHER EQUITY INTERESTS IN ANY
BUYER, AND NO BUYER IS SUBJECT TO ANY OBLIGATION TO ISSUE, DELIVER, REDEEM, OR
OTHERWISE ACQUIRE OR RETIRE ANY SHARES OF CAPITAL STOCK OR OTHER EQUITY
INTERESTS.
6.2
NO VIOLATION.
NEITHER THE EXECUTION AND DELIVERY BY THE BUYERS AND
SYSTEMAX OF THIS AGREEMENT OR THE TRANSFER INSTRUMENTS, NOR THE CONSUMMATION BY
THE BUYERS AND SYSTEMAX OF THE TRANSACTIONS CONTEMPLATED HEREBY: (I) VIOLATES OR
WILL VIOLATE ANY APPLICABLE LAW WITH RESPECT TO ANY BUYER OR SYSTEMAX;
(II) VIOLATES OR WILL VIOLATE ANY ORDER OF GOVERNMENTAL AUTHORITY APPLICABLE TO
ANY BUYER OR SYSTEMAX; (III) CONFLICTS OR WILL CONFLICT WITH, OR RESULTS OR WILL
RESULT IN A BREACH OF OR DEFAULT UNDER, THE ORGANIZATIONAL DOCUMENTS OF ANY
BUYER OR SYSTEMAX; OR (IV) REQUIRES ANY CONSENT, AUTHORIZATION, OR APPROVAL
FROM, OR REGISTRATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY (NOT OBTAINED
OR MADE AS OF THE CLOSING DATE), EXCEPT
6.3
FINDER'S FEE.
NO BUYER OR SYSTEMAX HAS INCURRED OR BECOME LIABLE FOR
ANY BROKER'S COMMISSION OR FINDER'S FEE RELATING TO OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE 7. COVENANTS OF THE BUYERS AND SYSTEMAX.
Each Buyer and Systemax hereby makes, jointly and severally, the following
covenants and agreements:
7.1
POST-CLOSING COOPERATION.
EACH BUYER AND SYSTEMAX AGREES TO PROVIDE
(AT THE OUT-OF-POCKET EXPENSE OF THE SELLER GROUP) TO THE SELLER GROUP SUCH
INFORMATION AS THEY MAY REASONABLY REQUEST (I) IN CONNECTION WITH ACCOUNTING AND
TAX MATTERS RELATING TO THE CONDUCT OF THE TRANSFERRED BUSINESSES PRIOR TO THE
APPLICABLE CLOSING DATES, AND (II) RELATING TO THE RETAINED BUSINESSES WHICH
REMAINS STORED AFTER THE APPLICABLE CLOSING DATES IN THE COMPUTER SYSTEMS
PURCHASED BY THE BUYER PURSUANT TO THIS AGREEMENT.
7.2
SATISFACTION OF CONDITIONS PRECEDENT.
DURING THE PERIOD COMMENCING ON
THE DATE OF THIS AGREEMENT AND ENDING ON THE INTERNET CLOSING DATE AND ANY REAL
ESTATE CLOSING DATE, THE INTERNET BUYERS AND THE REAL ESTATE BUYER,
RESPECTIVELY, SHALL ACT IN GOOD FAITH TO SATISFY, OR CAUSE TO BE SATISFIED ALL
THE CONDITIONS PRECEDENT TO THE INTERNET BUYERS' AND REAL ESTATE BUYER'S
OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE INTERNET CLOSING
AND THE REAL ESTATE CLOSING, AS APPLICABLE.
30
7.3
CONSENTS.
DURING THE PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND
ENDING ON ANY REAL ESTATE CLOSING DATE, THE REAL ESTATE BUYER AND SYSTEMAX SHALL
COOPERATE IN GOOD FAITH WITH THE SELLER TO OBTAIN ANY NECESSARY CONSENTS TO
ASSIGN THE APPLICABLE ACQUIRED LEASES.
7.4
CONFIDENTIAL MATERIALS.
THE REAL ESTATE BUYER SHALL PROMPTLY RETURN TO THE
SELLER OR DESTROY ANY PERSONALLY IDENTIFIABLE, CONFIDENTIAL AND SIMILAR
INFORMATION THAT IS DISCOVERED BY ANY PERSON AT THE ACQUIRED PREMISES, AND WHICH
RELATES TO THE CONDUCT OF THE BUSINESS PRIOR TO THE APPLICABLE REAL ESTATE
CLOSING DATE.
7.5
EMPLOYEES; MANAGEMENT.
THE REAL ESTATE SELLER GROUP SHALL REASONABLY
ASSIST THE REAL ESTATE BUYER IN ITS EFFORTS TO REVIEW AND OFFER EMPLOYMENT TO
THE EMPLOYEES OF THE REAL ESTATE SELLER GROUP FOLLOWING A REAL ESTATE CLOSING
INCLUDING, BUT NOT LIMITED TO, SHARING EMPLOYEE DATA