3.7
LITIGATION.
EXCEPT WITH RESPECT TO ANY LEGAL PROCEEDINGS REGARDING
WHICH THE AGGREGATE LIABILITY OF THE INTERNET SELLER GROUP THEREUNDER, AFTER
RECOVERY BY THE INTERNET SELLER GROUP OF ALL AVAILABLE INSURANCE PROCEEDS WITH
RESPECT THERETO, IS REASONABLY EXPECTED TO BE LESS THAN $100,000, SECTION 3.7 OF
THE SELLER DISCLOSURE SCHEDULE LISTS (A) ALL ORDERS APPLICABLE TO, AND (B) ALL
LEGAL PROCEEDINGS PENDING, OR TO THE SELLER'S KNOWLEDGE, THREATENED AGAINST, THE
INTERNET SELLER GROUP WITH RESPECT TO THE TRANSFERRED INTERNET BUSINESS.
3.8
FINDER'S FEE.
NEITHER THE SELLER NOR ANY MEMBER OF THE INTERNET
SELLER GROUP 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.
3.9
NO UNDISCLOSED LIABILITIES.
AS OF THE DATE HEREOF AND AS OF THE
INTERNET CLOSING DATE, COMPUSA HOLDINGS II INC. HAS NO LIABILITIES (WHETHER
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), OTHER THAN (I) LIABILITIES INCURRED
IN CONNECTION WITH THIS AGREEMENT AND
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THE TRANSACTIONS CONTEMPLATED HEREBY, (II) LIABILITIES SET FORTH IN SECTION 3.9
OF THE SELLER DISCLOSURE SCHEDULE OR (III) THE TERMINABLE LIENS.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES AND DISCLOSURES OF THE SELLER WITH
RESPECT TO THE PURCHASED REAL ESTATE ASSETS.
Except as set forth herein or in the Seller Disclosure Schedule, the Seller
represents and warrants to the Real Estate Buyer 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):
4.1
CORPORATE EXISTENCE AND QUALIFICATION OF THE SELLER; TITLE TO
PURCHASED ASSETS; DUE EXECUTION, STOCKHOLDERS, ETC.
(A)
THE SELLER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO CONDUCT THE BUSINESS OF THE TRANSFERRED REAL
ESTATE BUSINESS THROUGH THE INTERNET CLOSING DATE AND TO OWN OR LEASE AND TO
OPERATE THE PURCHASED REAL ESTATE ASSETS AS AND IN THE PLACES WHERE SUCH
BUSINESS IS CONDUCTED AND WHERE THE PURCHASED REAL ESTATE ASSETS ARE OWNED,
LEASED OR OPERATED.
(B)
EXCEPT AS SET FORTH IN SECTION 4.1(B) OF THE SELLER DISCLOSURE
SCHEDULE, THE SELLER GROUP OWNS ALL OF THE APPLICABLE PURCHASED REAL ESTATE
ASSETS FREE AND CLEAR OF ALL LIENS, OTHER THAN
THE SELLER AND EACH APPLICABLE
MEMBER OF THE REAL ESTATE SELLER GROUP IS DULY QUALIFIED TO TRANSACT BUSINESS
AND IS IN GOOD STANDING IN JURISDICTIONS WHERE THE NATURE OF THE PROPERTIES
OWNED OR LEASED BY IT OR THE ACTIVITIES CONDUCTED BY IT MAKE SUCH QUALIFICATIONS
NECESSARY.
(C)
THE SELLER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER
INTO AND DELIVER THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT BY THE SELLER AND THE CONSUMMATION BY THE
SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION ON THE PART OF THE SELLER AND ITS SHAREHOLDER.