AS PROVIDED FOR IN SECTION 3.5(A), BUYER AND SELLER AGREE
NOT TO SOLICIT, RECRUIT OR HIRE ANY EMPLOYEES OF THE OTHER
11
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 DATELOSING, THEN SUCH INSURANCE SHALL BE
DEEMED PRIMARY COVERAGE FOR ANY SUCH LOSS AND SELLER, PARENT AND THEIR
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
ANNOUNCEMENTS; CONFIDENTIALITY.
THE PARTIES
(OR CERTAIN OF THE PARTIES OR THEIR PREDECESSORS) HAVE PREVIOUSLY EXECUTED A
CONFIDENTIALITY AGREEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN.
AS OF THE EFFECTIVE DATE, SAID CONFIDENTIALITY AGREEMENT SHALL BE OF NO
FURTHER FORCE OR EFFECT AND, INSTEAD, THE PARTIES AGREE AS FOLLOWS:
(A)
CONFIDENTIALITY AGREEMENT.
EXCEPT TO THE
EXTENT OF THE REPRESENTATIONS AND WARRANTIES PROVIDED FOR IN THIS AGREEMENT, NO
PARTY SHALL HAVE ANY LIABILITY TO THE OTHER BASED ON ANY CLAIM THAT THE
INFORMATION PROVIDED BY SUCH PARTY PURSUANT TO THE CONFIDENTIALITY AGREEMENT WAS
UNTRUE, INCOMPLETE OR MISLEADING IN ANY WAY.
RATHER, THE PARTIES SHALL BE
ENTITLED TO RELY ONLY UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH OR
PROVIDED