THE INTERNET CLOSING DATE.
5.10
GIFT CARDS. AS EARLY AS REASONABLY PRACTICABLE AFTER
THE INTERNET CLOSING DATE, THE SELLER SHALL, OR SHALL CAUSE ONE OR MORE OF ITS
AFFILIATES TO, ESTABLISH PROCEDURES WHEREBY CUSTOMERS HOLDING GIFT CARDS ISSUED
BY THE SELLER GROUP PRIOR TO THE DATE HEREOF MAY RECEIVE CASH PAYMENTS OF
AMOUNTS ON ACCOUNT WITH RESPECT TO SUCH GIFT CARDS AND USE REASONABLE COMMERCIAL
EFFORTS TO PROVIDE SUCH CUSTOMERS WITH SUBSTANTIALLY THE SAME STANDARD OF
SERVICE IN CONNECTION WITH SUCH PROCEDURES AS IS PROVIDED TO SUCH CUSTOMERS AS
OF THE DATE HEREOF.
SUCH PROCEDURES SHALL INCLUDE, ESTABLISHING A TOLL-FREE
PHONE NUMBER TO PROVIDE CUSTOMERS WITH INFORMATION ON HOW TO REDEEM SUCH GIFT
CARDS FOR CASH.
THE SELLER OR ITS AFFILIATE SHALL PROVIDE SUCH TOLL-FREE NUMBER
AT NO COST TO ANY SUCH CUSTOMER OR TO REAL ESTATE BUYER AND SHALL MAINTAIN SUCH
NUMBER FOR A PERIOD NO LESS THAN SIX (6) MONTHS FOLLOWING FEBRUARY 29, 2008.
IN
THE EVENT ANY SUCH CUSTOMERS FOR ANY REASON REQUEST REDEMPTION OF GIFT CARDS FOR
CASH OR MERCHANDISE FROM THE REAL ESTATE BUYER AT ANY OF THE ACQUIRED PREMISES,
REAL ESTATE BUYER MAY REDEEM SUCH GIFT CARDS BY PAYING SUCH CUSTOMERS FOR THE
AMOUNT ON ACCOUNT WITH RESPECT TO SUCH GIFT CARDS OR BY GIVING SUCH CUSTOMERS
MERCHANDISE HAVING A PRICE EQUAL TO SUCH AMOUNT (OR A COMBINATION) AND SHALL BE
ENTITLED TO REIMBURSEMENT FROM THE SELLER FOR SUCH REIMBURSEMENT;
PROVIDED THAT
PRIOR TO REDEEMING SUCH GIFT CARDS REAL ESTATE BUYER SHALL HAVE CONFIRMED THE
VALIDITY OF THE GIFT CARD AND THE AMOUNTS OWED TO SUCH CUSTOMERS UNDER SUCH GIFT
CARDS BY CALLING THE TOLL-FREE NUMBER.
28
AT THE END OF EACH MONTH FOLLOWING THE EARLIEST REAL ESTATE CLOSING UNTIL
AUGUST 2008, REAL ESTATE BUYER SHALL SEND A STATEMENT TO THE SELLER SETTING
FORTH IN REASONABLE DETAIL THE AMOUNTS PAID OR DELIVERED BY THE REAL ESTATE
BUYER TO REDEEM SUCH GIFT CARDS IN SUCH MONTH ALONG WITH THE REDEEMED GIFT
CARDS.
NO LATER THAN FIVE (5) BUSINESS DAYS FOLLOWING SELLER'S RECEIPT OF SUCH
STATEMENT, SELLER SHALL DELIVER TO REAL ESTATE BUYER THE AMOUNT SET FORTH ON
SUCH STATEMENT IN RESPECT OF VALID GIFT CARDS.
SELLER SHALL NOT BE LIABLE FOR
ANY REDEMPTIONS BY THE REAL ESTATE BUYER OF ANY GIFT CARDS AFTER AUGUST 31,
2008.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE BUYERS.
Except as set forth herein, each of the Buyers represents and warrants to the
Seller as follows (with each representation and warranty being made as of the
date of this Agreement, other than those made as of a specified date, which
shall be made as of such specified date):
6.1
CORPORATE EXISTENCE AND QUALIFICATION OF THE BUYERS AND SYSTEMAX; DUE
EXECUTION, STOCKHOLDERS, ETC.
(A)
THE TRADE NAME BUYER IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE AND HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AND TO OWN OR LEASE AND TO
OPERATE ITS PROPERTIES AND ASSETS AS AND