OF NEW YORK.
10.5
NOTICES.
ANY NOTICE, REQUEST, DEMAND OR OTHER
COMMUNICATION REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN GIVEN (I) IF DELIVERED PERSONALLY OR SENT BY FACSIMILE
TRANSMISSION (RECEIPT ACKNOWLEDGED), UPON DELIVERY, (II) IF SENT BY A NATIONALLY
RECOGNIZED OVERNIGHT COURIER, PROPERLY ADDRESSED WITH POSTAGE PREPAID, ON THE
NEXT BUSINESS DAY, OR (III) IF SENT BY REGISTERED OR CERTIFIED MAIL, UPON THE
SOONER OF THE DATE ON WHICH RECEIPT IS ACKNOWLEDGED OR THE EXPIRATION OF THREE
(3) DAYS AFTER DEPOSIT IN UNITED STATES POST OFFICE FACILITIES PROPERLY
ADDRESSED WITH POSTAGE PREPAID.
ALL NOTICES TO A PARTY WILL BE SENT TO THE
ADDRESSES SET FORTH BELOW OR TO SUCH OTHER ADDRESS OR PERSON AS SUCH PARTY MAY
DESIGNATE BY NOTICE TO EACH OTHER PARTY HEREUNDER:
TO A BUYER
OR SYSTEMAX:
Systemax Inc.
11 Harbor Park Drive
Port Washington, NY 11050
Attention: Richard Leeds, Chairman and CEO
Facsimile: (516) 608-3501
With a copy to:
Systemax Inc.
11 Harbor Park Drive
Port Washington, NY 11050
Attention: Curt Rush, General Counsel
Facsimile: (516) 625-0038
TO THE SELLER:
CompUSA Inc.
c/o Gordon Brothers Group, LLC
101 Huntington Avenue, 10th Floor
Boston, MA 02199
Attn: Billy Weinstein
Facsimile: (617) 422-6211
With a copy to:
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
Attn: Steven J. Reisman, Esq.
Facsimile: (212) 697-1559
Any notice given hereunder may be given on behalf of any Party by its counsel or
other authorized representatives.
10.6
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE SELLER
DISCLOSURE SCHEDULE, THE TRANSFER INSTRUMENTS AND THE OTHER SCHEDULES AND
EXHIBITS REFERRED TO HEREIN AND
39
THE OTHER DOCUMENTS SPECIFICALLY IDENTIFIED HEREIN OR CONTEMPLATED HEREBY
(COLLECTIVELY, THE "OPERATIVE AGREEMENTS"), REFLECTS THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO ITS SUBJECT MATTER, AND SUPERSEDES ALL PREVIOUS WRITTEN
OR ORAL NEGOTIATIONS, COMMITMENTS AND WRITINGS RELATING THERETO.
NO PROMISES,
REPRESENTATIONS, UNDERSTANDINGS, WARRANTIES AND AGREEMENTS HAVE BEEN MADE BY ANY
OF THE PARTIES HERETO EXCEPT AS REFERRED TO HEREIN OR IN SUCH SCHEDULES AND
EXHIBITS OR IN SUCH OTHER DOCUMENTS; AND ALL INDUCEMENTS TO THE MAKING OF THIS
AGREEMENT RELIED UPON BY THE PARTIES HAVE BEEN EXPRESSED HEREIN OR IN SUCH
SCHEDULES OR EXHIBITS OR IN SUCH OTHER DOCUMENTS.
10.7
ASSIGNABILITY; BINDING EFFECT.
NEITHER THIS
AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT
MAY BE ASSIGNED OR DELEGATED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR
OTHERWISE, BY ANY OF THE PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD) AND ANY SUCH ASSIGNMENT
WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID.
SUBJECT TO THE
PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING UPON, INURE TO THE BENEFIT
OF, AND BE ENFORCEABLE BY, THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
NOTWITHSTANDING THE FOREGOING, A BUYER MAY ASSIGN THIS
AGREEMENT TO AN AFFILIATE THEREOF SO LONG AS SUCH ASSIGNMENT DOES NOT RESULT IN
ANY LIABILITY OR ANY MATERIAL DETRIMENT