No Conflict; Compliance; Binding Effect. Except as set forth on Schedule 4.1(c) hereto, the execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the sale and transfer of the Acquired Campus Outfitters Assets and the Campus Textbooks Membership Interests, and the consummation of the transactions contemplated hereby do not, and will not, conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), give rise to a right or claim of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under, or result in the creation of any Lien upon any of the Acquired Campus Outfitters Assets and the Campus Textbooks Membership Interests under (i) any Legal Requirement, order, writ, injunction, judgment, arbitration award or decree or other restriction of any kind or character to which any of the Sellers, the Acquired Campus Outfitters Business or the Textbooks Membership Interests are subject or bound, (ii) Governing Documents of either of Campus Outfitters or Campus Textbooks or (iii) any Contract to which any of the Sellers are party.
No Conflict; Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the purchase of the Acquired Campus Outfitters Assets and the Campus Textbooks Membership Interests, the assumption of the Assumed Campus Outfitters Liabilities and the consummation of the transactions contemplated hereby do not, and will not, conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), give rise to a right or claim of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under (i) any Legal Requirement, order, writ, injunction, judgment, arbitration award or decree or other restriction of any kind or character to which Purchaser is subject or bound, or (ii) the Purchaser's Certificate of Incorporation and Bylaws. Financial Condition . Purchaser has as of the date hereof and will have on the Closing Date sufficient funds available to it to pay Cash Payment pursuant to this Agreement and otherwise satisfy all of its obligations in connection with this Agreement and the transactions contemplated hereby. Litigation . There is no Action pending or, to the Knowledge of Purchaser, threatened (i) against Purchaser which has had a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement, or (ii) which seeks rescission of or seeks to enjoin the consummation of this Agreement or any of the transactions contemplated hereby. Brokers . No broker, finder, investment bank or similar agent is entitled to any brokerage or finder's fee in connection with the transactions contemplated by this Agreement based upon agreements or arrangements made by or on behalf of Purchaser or any of its Affiliates.
No Conflict; Compliance; Binding Effect. Except as set forth in Schedule 3.1(c), the execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the sale and transfer of the Campus Outfitters Membership Interests, and the consummation of the transactions contemplated hereby do not, and will not, in any material respect, conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), give rise to a right or claim of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under, or result in the creation of any Lien upon any of the assets of Campus Outfitters or any of its Subsidiaries or the Campus Outfitters Membership Interests under (i) any Legal Requirement, order, writ, injunction, judgment, arbitration award or decree or other restriction to which Varsity, Campus Outfitters or any Subsidiary are subject or bound, (ii) Governing Documents of Campus Outfitters or its Subsidiaries or (iii) any Contract to which Varsity or Campus Outfitters or any of its Subsidiaries is a party.
No Conflict; Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the purchase of the Campus Outfitters Membership Interests and the consummation of the transactions contemplated hereby do not, and will not, in any material respect, conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), give rise to a right or claim of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under (i) any Legal Requirement, order, writ, injunction, judgment, arbitration award or decree or other restriction of any kind or character to which Purchaser is subject or bound, or (ii) the Purchaser’s Articles of Organization, Operating Agreement or other governing documents.
No Conflict; Compliance; Binding Effect. Campus Textbooks LLC is not in good standing in the state of Maryland for failure to file its Personal Property Return. Schedule 3.1(e) Subsidiaries Name Jurisdiction Campus Textbooks LLC Maryland Schedule 3.3(a) Financial Statements Campus Oufitters LLC Consolidated Balance Sheet As of 12/31/07 ($ in Thousands) As of 12/31/07 Current Assets Cash & cash equivalents 13 Restricted Cash — Short-term investments — Accounts receivable, net of doubtful 323 Inventory 3,483 Deferred taxes — Deferred charge — Other Current Assets 49 Total Current Assets 3,868 Property, plant and equipment, net 231 Development — Software for internal use, net 444 Intangible assets, net — Goodwill — Deferred taxes — Long term investments — Other assets 83 Total Assets 4,626 Current Liabilities Accounts payable (294 ) Deferred revenue (5 ) Other accrued expense & current liabilities (231 ) Lease Liability (1 ) BOA Loan / Margin Loan — Notes Payable, Current — Taxes payable (2 ) Accrued employee comp. & benefits (20 ) Total Current Liabilities (553 ) Long-Term Liabilities Lease Liability — Other (22 ) Total Liabilities (575 ) Stockholders Equity Stockholders Equity (0 ) Treasury Stock — Add’l paid in capital (695 ) Deferred compensation — Unrealized gains / losses — Accumulated deficit (3,356 ) Total Stockholders Equity (4,051 ) Total Liab & Equity (4,626 ) NOTE: approximately $46K of accrued Revenue Share for books sold in Campus Outfitter Stores (as of 12/31/07) are retained by Varsity and are excluded from the 12/31/07 Campus Outfitters Balance Sheet
