AN ASSIGNMENT OF LEASE).
IN CONSIDERATION OF
THE TRANSFERS CONTEMPLATED IN THIS AGREEMENT AND THE ASSIGNMENT (OR SUBLETTING)
OF EACH FACILITIES LEASE, OWNER AGREES TO AND DOES HEREBY INDEMNIFY AND AGREE TO
HOLD PARENT HARMLESS OF AND FROM ANY CLAIMS MADE BY THE LANDLORDS NAMED IN EACH
FACILITIES LEASE BASED ON A BREACH BY BUYER (OR ANY AFFILIATED ENTITY OF THE
BUYER) OF ANY SUCH FACILITIES LEASE; PROVIDED, HOWEVER, THE AGGREGATE LIABILITY
OF THE OWNER HEREUNDER IN RESPECT TO ALL OF THE AFORESAID FACILITIES LEASES
SHALL BE AND IS LIMITED TO THE AGGREGATE SUM OF
[*********************************].
4.2
NON-SOLICITATION.
EXCLUDING PERSONS EMPLOYED BY SELLER IN
CONNECTION WITH THE BUSINESS TO WHOM BUYER SHALL MAKE OFFERS OF EMPLOYMENT AS
PROVIDED FOR IN SECTION 3.5(A), BUYER AND SELLER AGREE NOT TO SOLICIT, RECRUIT
OR HIRE ANY EMPLOYEES OF THE OTHER PARTY, OR THE OTHER PARTY'S AFFILIATES, FOR
SO LONG AS THE FRANCHISE AGREEMENT REMAINS IN EFFECT OR, IF A SHORTER PERIOD OF
TIME, FOR SIX (6) MONTHS FOLLOWING THE TERMINATION OF THE EMPLOYEE'S EMPLOYMENT
WITH SUCH PARTY OR SUCH PARTY'S AFFILIATES.
4.3
CUSTOMER RECORDS. THE PARTIES WILL MAINTAIN THE CONFIDENTIALITY OF
ALL CUSTOMER RECORDS AND FILES IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE
LAWS AND REGULATIONS.
ON THE CLOSING DATE, SELLER AGREES TO DELIVER TO BUYER
ALL ORIGINAL CUSTOMER RECORDS AND FILES THAT RELATE TO THE PURCHASE AND DELIVERY
OF COMPUTER TRAINING FOR THE BUSINESS, INCLUDING THE FILES WHICH RELATE TO THE
TRAINING OBLIGATIONS.
IN THE EVENT THAT SELLER IS AUDITED BY ANY FEDERAL, STATE
OR LOCAL ENTITY FOLLOWING THE EFFECTIVE DATE, BUYER SHALL PROVIDE SELLER OR ITS
DESIGNEES WITH REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO ALL ORIGINAL
CUSTOMER FILES RELATED TO THE PURCHASED ASSETS.
4.4
INSURANCE.
IF SELLER OR PARENT OR ANY OF THEIR AFFILIATES POSSESS
INSURANCE WHICH PROVIDES COVERAGE IN RESPECT TO ANY CLAIM OF LOSS MADE AFTER THE
EFFECTIVE DATE, THEN SUCH INSURANCE SHALL BE DEEMED PRIMARY COVERAGE FOR ANY
SUCH LOSS AND SELLER, PARENT AND THEIR
10
AFFILIATES AGREE TO COOPERATE WITH THE BUYER IN FILING AND PROSECUTING ANY CLAIM
OF LOSS RELATING TO SUCH MATTERS.
FOR A PERIOD OF NOT MORE THAN THREE (3) YEARS
FOLLOWING THE EFFECTIVE DATE, BUYER AGREES TO MAINTAIN GENERAL LIABILITY
INSURANCE IN THE AMOUNT OF $1,000,000 PER CLAIM AND $1,000,000 IN THE AGGREGATE;
AND, UPON WRITTEN REQUEST BY THE SELLER, BUYER WILL PROVIDE SELLER WITH
CERTIFICATES OF INSURANCE NAMING SELLER OR ITS AFFILIATED COMPANIES AS
ADDITIONAL INSUREDS IN ORDER TO ENSURE THAT BUYER IS ABLE TO MEET ITS
INDEMNIFICATION OBLIGATIONS HEREUNDER.
4.5
FURTHER ASSURANCES.
EACH OF THE PARTIES AGREE TO USE THEIR BEST
EFFORTS TO TIMELY SATISFY ANY CONDITIONS TO CLOSING PROVIDED FOR HEREIN AND TO
ASSIST EACH OTHER IN DOING SUCH THINGS AND MATTERS AS ARE REQUIRED TO CONSUMMATE
THE TRANSACTIONS PROVIDED FOR HEREIN.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE SELLER AND PARENT AGREE TO ASSIST THE BUYER IN PROCURING TIMELY
TRANSFER OF ALL ASSIGNED CONTRACTS (INCLUDING LICENSES, AUTHORIZED TRAINING
CENTER AGREEMENTS, VENDOR CONTRACTS AND SOFTWARE LICENSES).
4.6