FROM CUSTOMERS FOR SERVICES TO BE PERFORMED AND
INVOICED AFTER THE EFFECTIVE DATE ("CUSTOMER CONTRACTS"), INCLUDING WITHOUT
LIMITATION THE RIGHT TO PAYMENT WITH REGARD TO COUPON SALES AND REDEMPTIONS, PC
CLUB SALES, CORPORATE TECHNICAL CLUB SALES OR APPLICATIONS, AND FUTURE TRAINING
CLASSES, A LISTING OF ALL OF WHICH ASSIGNED CONTRACTS IS INCLUDED AT SCHEDULE
1.1(F) ATTACHED HERETO; 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 AND THIRD PARTY CUSTOMERS FOR THE DELIVERY OF TRAINING MANAGED THROUGH
THE ENTERPRISE LEARNING SOLUTIONS DEPARTMENT OF SELLER'S AFFILIATE, PROVIDED
THAT BUYER SHALL BE ENTITLED TO DELIVER TRAINING IN ITS CAPACITY AS A NEW
HORIZONS FRANCHISEE AND SHALL BE DEEMED THE "SELLING CENTER" WHICH SHALL ENTITLE
BUYER TO RECEIVE CUSTOMARY REVENUE SHARING OFFERED BY THE ENTERPRISE LEARNING
SOLUTIONS DEPARTMENT OF SELLER'S AFFILIATE;
(B)
SELLER'S CASH AND CASH DEPOSITS;
(C)
SELLER'S RIGHTS UNDER THIS AGREEMENT;
(D)
SELLER'S CORPORATE MINUTE BOOKS, STOCK RECORDS
AND TAX RETURNS OR OTHER SIMILAR CORPORATE BOOKS AND RECORDS RELATING TO THE
BUSINESS, TO ANY OF THE RETAINED ASSETS, TO ANY LIABILITY OR OBLIGATION OF THE
SELLER NOT COMPRISING A PART OF THE ASSUMED LIABILITIES, OR TO THE NEGOTIATION
AND CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT, AND THOSE
RECORDS ORIGINALS OF WHICH SELLER IS REQUIRED TO MAINTAIN UNDER APPLICABLE LAW;
(E)
SELLER'S RIGHTS ARISING UNDER ANY CONTRACTS
OR AGREEMENTS WHICH ARE NOT AMONG THE ASSIGNED CONTRACTS, WHICH INCLUDES WITHOUT
LIMITATION (I) THE RENTAL AGREEMENTS WITH MINOLTA BUSINESS SOLUTIONS COVERING
OFFICE COPY MACHINES, (II) THE LEASE COVERING PREMISES LOCATED IN TUCKER,
GEORGIA, AND (III) THE MASTER LEASE BETWEEN PARENT, AS LESSEE, AND SUNRISE
INTERNATIONAL LEASING CORPORATION DATED SEPTEMBER, 2004 COVERING CERTAIN CISCO
EQUIPMENT, WHICH ITEMS OF EQUIPMENT SHALL BE REMOVED FROM THE LEASED PREMISES
PROMPTLY FOLLOWING THE CLOSING BY AND AT THE COST OF THE SELLER OR PARENT (THE
"CISCO EQUIPMENT LEASE");
(F)
ANY RIGHTS OF SELLER RELATING TO ITS CONDUCT
OF THE BUSINESS WHICH ARISE FROM OR ARE RELATED TO SERVICES PREVIOUSLY PROVIDED
BY THE REGIONAL OFFICE OF SELLER'S AFFILIATE
3
(SUCH AS ACCOUNTING, PAYROLL, LEGAL OR OTHER SIMILAR SERVICES, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN); AND
(G)
ANY ASSETS OF ANY OF SELLER'S AFFILIATES.
Section 2
Purchase Price
2.1
CLOSING PAYMENT.
IN CONSIDERATION FOR THE
TRANSFER OF THE PURCHASED ASSETS, BUYER SHALL ON THE EFFECTIVE DATE PAY TO THE
SELLER THE FOLLOWING AMOUNTS (THE "PURCHASE PRICE"):
(A)
CASH PAYMENT.
THE SUM OF FOUR HUNDRED AND
TWENTY-FIVE THOUSAND ($425,000.00) DOLLARS (THE "CASH PAYMENT") IN THE FORM OF A
WIRE TRANSFER OR AS DIRECTED BY SELLER; AND
(B)
ASSUMPTION OF LIABILITIES.
AN AGREEMENT (THE
"ASSIGNMENT AND ASSUMPTION AGREEMENT") IN FORM AND CONTENT AS PROVIDED FOR IN
SECTION 3.2(A)(1) OBLIGATING BUYER TO ASSUME SELLER'S OBLIGATIONS WITH REGARD
TO, AND TO INDEMNIFY AND HOLD HARMLESS THE SELLER FROM, THE