HERETO AND CONVEYING TO BUYER ALL OF THE
PURCHASED ASSETS (OTHER THAN AS PROVIDED FOR IN THE ASSIGNMENT AND ASSUMPTION
AGREEMENT, OR IN THE ASSIGNMENT OF LEASE, OR IN ANY DOCUMENT OF TITLE PROVIDED
FOR IN SECTION 3.2(A)(5) BELOW);
(5)
AN ENDORSEMENT AND DELIVERY OF CERTIFICATES OF TITLE REQUIRED TO
EFFECTUATE THE TRANSFER TO BUYER OF ANY VEHICLES OR OTHER EQUIPMENT, AND ANY
INSTRUMENTS THE ENDORSEMENT AND DELIVERY OF WHICH IS REQUIRED TO EFFECTUATE
TRANSFER TO BUYER; AND
(6)
THE WRITTEN CONSENT TO ASSIGNMENT (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BUYER) OF THIRD PERSONS WHOSE APPROVAL OF ANY
CONVEYANCE CONTEMPLATED HEREIN IS REQUIRED IN ORDER TO COMPLY WITH THE
REQUIREMENTS OF ANY AGREEMENT OR LEGAL REQUIREMENT BINDING ON THE SELLER, PARENT
OR THEIR AFFILIATES.
(B)
DELIVERY OF POSSESSION.
SELLER WILL DELIVER OR CAUSE TO BE
DELIVERED TO BUYER, OR HAS DELIVERED OR CAUSED TO BE DELIVERED TO BUYER,
PHYSICAL POSSESSION OF ALL RECORDS, THE ORIGINALS OF ALL ASSIGNED CONTRACTS, AND
OTHER TANGIBLE PROPERTIES COMPRISING ANY PART OF THE PURCHASED ASSETS, AND ALL
KEYS, COMBINATIONS AND OTHER MECHANISMS FOR CONTROLLING ACCESS TO THE LEASED
PREMISES AND TO ANY LOCK BOX OR OTHER REPOSITORY TO WHICH RECEIVABLES OR OTHER
CORRESPONDENCE OF SELLER'S IS ROUTINELY RECEIVED.
7
(C)
RECEIVABLES.
SELLER MAINTAINS WITH WELLS FARGO BANK (THE
"CUSTODIAL BANK") ADMINISTRATIVE ARRANGEMENTS REGARDING THE COLLECTION OF
RECEIVABLES.
SUCH ARRANGEMENT PROVIDES FOR A LOCK BOX ARRANGEMENT WITH ALL
ITEMS OF PAYMENT DELIVERED THERETO.
AT THE CLOSING, SELLER WILL DELIVER, OR
CAUSE TO BE DELIVERED, TO THE CUSTODIAL BANK A WRITING WHICH CANCELS THE
ACCOUNT/LOCK BOX ARRANGEMENT AND IRREVOCABLY INSTRUCTS THE CUSTODIAL BANK TO
REMIT DIRECTLY TO BUYER ALL CORRESPONDENCE, ITEMS OF PAYMENT AND OTHER MATERIALS
RECEIVED BY IT PURSUANT TO ANY ARRANGEMENTS MAINTAINED WITH THE SELLER.
TO THE
EXTENT THAT SELLER SHALL, FROM AND AFTER THE EFFECTIVE DATE, RECEIVE ANY ITEMS
OF PAYMENT OR BE CREDITED WITH ANY ITEMS OF PAYMENT IN RESPECT TO ANY
RECEIVABLES, SELLER WILL PROMPTLY ACCOUNT TO BUYER AND PAY TO BUYER SUCH
AMOUNTS.
(D)
SELLER'S NAME.
SELLER AGREES TO AND SHALL PERMIT BUYER TO USE THE
NAME "NEW HORIZONS COMPUTER LEARNING CENTERS OF GREATER LOS ANGELES AND ORANGE
COUNTIES, CALIFORNIA" AS A FICTITIOUS BUSINESS NAME FOR SO LONG AS THE FRANCHISE
AGREEMENT REMAINS IN EFFECT AND, IN THAT REGARD, SHALL (I) FROM TIME TO TIME AT
OR AFTER THE CLOSING, EXECUTE SUCH DOCUMENTS AND TAKE SUCH ACTIONS AS ARE
REASONABLY REQUESTED BY BUYER TO EFFECTUATE SUCH RESULT AND (II) REFRAIN FROM
USING OR PERMITTING OTHERS TO USE SUCH NAME OR ANY NAME SIMILAR THERETO IN THE
ACTIVE CONDUCT OF BUSINESS WHICH IS COMPETITIVE WITH THE BUSINESS OF BUYER
CONDUCTED UNDER THAT NAME.
(E)
ACTS FOLLOWING CLOSING
(1)
LIEN RELEASES.
WITHIN THIRTY (30) DAYS FOLLOWING THE EFFECTIVE
DATE (OR, WHERE A LONGER PERIOD IS REQUIRED FOR REASONS BEYOND THE CONTROL OF
THE SELLER OR PARENT, THEN UP TO SIXTY (60) DAYS FOLLOWING THE EFFECTIVE DATE),
THE SELLER SHALL HAVE CAUSED ANY LIENS (EXCLUDING THE PERMITTED LIENS) OF RECORD
EXISTING IN