OF THE BUSINESS ("INVENTORY" AND, TOGETHER WITH THE VEHICLES AND EQUIPMENT, THE
"TANGIBLE PERSONAL PROPERTY"), A LISTING OF ALL OF WHICH IS INCLUDED AT SCHEDULE
1.1(B) ATTACHED HERETO;
(C)
ALL OF SELLER'S (U) TELEPHONE AND FACSIMILE NUMBERS, (V) PERMITS
AND OTHER GOVERNMENTAL AUTHORIZATIONS PERTAINING TO THE BUSINESS, TO THE EXTENT
SUCH AUTHORIZATIONS MAY LEGALLY BE ASSIGNED ("GOVERNMENTAL PERMITS"), (W)
GOODWILL WITH CUSTOMERS, VENDORS OR PROSPECTIVE CUSTOMERS, AND ALL CUSTOMER
LISTS, RELATING TO THE CONDUCT OF THE BUSINESS ("GOODWILL"), (X) SECURITY OR
SIMILAR DEPOSITS RELATING TO THE BUSINESS ("DEPOSITS"), (Y) PREPAID ADVERTISING
(INCLUSIVE OF YELLOW PAGE ADVERTISING), PREPAID EXPENSES AND OTHER PREPAYMENTS
RELATING TO THE CONDUCT OF THE BUSINESS ("PREPAYMENTS"), AND (Z) ALL OTHER
INTANGIBLE ASSETS RELATING TO THE BUSINESS OR ANY OF THE PURCHASED ASSETS (THE
FOREGOING BEING COLLECTIVELY CALLED THE "INTANGIBLE PERSONAL PROPERTY"), A
LISTING OF ALL OF WHICH IS INCLUDED AT SCHEDULE 1.1(C) ATTACHED HERETO;
(D)
ALL OF SELLER'S SOFTWARE (INCLUDING RIGHTS UNDER SELLER'S SOFTWARE
LICENSES) USED IN THE CONDUCT OF THE BUSINESS ("SOFTWARE"), BUT EXCLUDING THE
CMS SOFTWARE OTHERWISE PROVIDED FOR IN THE FRANCHISE AGREEMENT (AS DEFINED IN
SECTION 3.5(B)), A LISTING OF THE SOFTWARE BEING INCLUDED AT SCHEDULE 1.1(D)
ATTACHED HERETO;
(E)
ALL OF SELLER'S ACCOUNTS AND NOTES RECEIVABLE, AND OTHER RIGHTS TO
RECEIVE PAYMENT, FROM CUSTOMERS, EMPLOYEES OR OTHERS ARISING FROM THE CONDUCT OF
THE BUSINESS ("RECEIVABLES"), A LISTING OF ALL OF WHICH (SHOWING, AS TO EACH,
THE NAME OF THE ACCOUNT DEBTOR, THE AMOUNT OWED AND AN AGING SCHEDULE THEREOF)
IS INCLUDED AT SCHEDULE 1.1(E) ATTACHED HERETO;
(F)
ALL RIGHTS OF SELLER UNDER ANY AGREEMENTS OR CONTRACTS ("ASSIGNED
CONTRACTS") WHICH (I) WERE ENTERED INTO IN THE ORDINARY COURSE OF THE BUSINESS
BY SELLER (EXCLUDING THOSE ENTERED INTO WITH RESPECT TO EMPLOYMENT OF ANY
PERSON, INSURANCE AGREEMENTS AND OTHER AGREEMENTS OF A NATURE AND CHARACTER AS
RELATE EXCLUSIVELY TO ANY OF THE RETAINED ASSETS OR RETAINED LIABILITIES), (II)
WERE ENTERED INTO IN THE ORDINARY COURSE OF THE BUSINESS WITH CUSTOMERS OR
PROSPECTIVE CUSTOMERS WHICH BENEFIT THE BUSINESS FROM AND AFTER THE EFFECTIVE
DATE, INCLUDING, BUT NOT LIMITED TO, COMPUTER TRAINING CENTER AGREEMENTS, RIGHTS
TO RECEIVE PAYMENT FROM CUSTOMERS FOR SERVICES TO BE PERFORMED AND INVOICED
AFTER THE EFFECTIVE DATE, RIGHTS TO PAYMENT WITH REGARD TO COUPON SALES AND
REDEMPTIONS, PC CLUB SALES, CORPORATE TECHNICAL CLUB SALES OR APPLICATIONS, AND
FUTURE TRAINING CLASSES ("CUSTOMER CONTRACTS"), AND (III)
2
AT THE ELECTION OF BUYER (WHICH BUYER MAY MAKE BY DELIVERY OF A WRITING TO
PARENT AT ANY TIME BEFORE OR AFTER THE EFFECTIVE DATE), ANY AGREEMENTS ENTERED
INTO BY PARENT FOR THE BENEFIT OF THE BUSINESS CONSISTENT WITH PRACTICES
EMPLOYED IN THE OPERATIONS OF OTHER AFFILIATES OF THE PARENT CONDUCTING
BUSINESSES SIMILAR TO THE BUSINESS; AND
(G)
SELLER'S BOOK AND RECORDS, BOOKS OF ACCOUNT, FILES, INVOICES,
ACCOUNTING RECORDS, AND CORRESPONDENCE RELATING TO ANY OF THE FOREGOING
("RECORDS").
1.2
RETAINED ASSETS.
NOTWITHSTANDING THE PROVISIONS OF SECTION 1.1,
THE PURCHASED ASSETS SHALL NOT INCLUDE ANY OF THE FOLLOWING (THE "RETAINED
ASSETS"):
(A)
ANY CUSTOMER CONTRACTS BETWEEN SELLER'S AFFILIATE