AND COMPLETE
COPY OF THE RESOLUTIONS ADOPTED BY THE MEMBERS OF BUYER AUTHORIZING SUCH
ACTIONS.
(D)
ACTS FOLLOWING CLOSING: TRAINING OBLIGATIONS.
BUYER HAS DETERMINED THAT THE PROCEDURES REQUIRED TO BE FOLLOWED BY NPEC WHICH
ARE NECESSARY TO BE COMPLIED WITH IN ORDER FOR BUYER TO ENJOY THE BENEFITS OF
THIS AGREEMENT ARE SUCH THAT BUYER'S APPLICATION MAY NOT BE SUBMITTED NOR ACTED
UPON UNTIL AFTER THE CLOSING HEREUNDER.
BUYER AGREES (I) TO MAKE TIMELY
APPLICATION TO NPEC FOR SUCH PERMITS AND LICENSES AS MAY BE REQUIRED FOR SUCH
PURPOSES, (II) TO NOTIFY SELLER OF ANY PROGRESS OCCURRING WITH REGARD THERETO,
AND (III) TO OBTAIN FINAL APPROVAL OF SUCH PERMITS AND LICENSES FROM NPEC NO
LATER THAN NINETY (90) DAYS AFTER THE EFFECTIVE DATE, FAILING IN WHICH BUYER
SHALL BE RESPONSIBLE FOR PAYING FOR THE DELIVERY OF TRAINING SUFFICIENT TO MEET
THE SELLER'S TRAINING OBLIGATIONS.
3.4
PRORATIONS AT CLOSING.
ANY AND ALL REAL
PROPERTY TAXES, PERSONAL PROPERTY TAXES, ASSESSMENTS, LEASE RENTALS, AND OTHER
CHARGES APPLICABLE TO THE LEASED PREMISES, THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES WILL BE PRORATED TO THE EFFECTIVE DATE, AND SUCH TAXES AND OTHER
CHARGES SHALL BE ALLOCATED BETWEEN THE PARTIES BY ADJUSTMENT AT THE CLOSING, OR
AS SOON THEREAFTER AS THE PARTIES MAY AGREE.
THE FACILITIES LEASES PERMIT THE
LANDLORDS THEREIN NAMED TO CHARGE THE TENANT FOR ANY INCREMENTAL COMMON AREA OR
OTHER EXPENSE ITEMS PROVIDED FOR IN THE FACILITIES LEASES TO THE EXTENT THE
ANNUAL COSTS RELATING THERETO EXCEED THE AMOUNTS PAID BY THE TENANT DURING A
CALENDAR YEAR AND, THEREFORE, SELLER WILL REIMBURSE BUYER FOR ITS SHARE OF ANY
SUCH INCREMENTAL CHARGES IMPOSED AT THE END OF THE YEAR 2006, SUCH BEING
ONE-THIRD (1/3RD) IN THE CASE OF THE NEWMARKET CENTER LEASE AND ONE-NINTH
(1/9TH) IN THE CASE OF THE PERIMETER CENTER LEASE.
3.5
OTHER AGREEMENTS.
IN ADDITION TO THE
MATTERS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, AT OR PRIOR TO THE CLOSING,
THE PARTIES SHALL ADDITIONALLY EXECUTE, OR CAUSE THEIR AFFILIATES NAMED THEREIN
TO EXECUTE, THE FOLLOWING SEPARATE AGREEMENTS:
(A)
EMPLOYMENT ARRANGEMENTS.
NOTWITHSTANDING ANY
RESTRICTIONS TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER
AGREEMENT CONTEMPLATED HEREBY, SELLER SHALL PERMIT BUYER TO OFFER EMPLOYMENT TO,
AND TO EMPLOY, SUCH PERSONS EMPLOYED IN CONNECTION WITH THE OPERATION OF THE
BUSINESS AS MAY BE DESIGNATED BY BUYER.
(B)
FRANCHISE AGREEMENT.
BUYER AND NEW HORIZONS
FRANCHISING GROUP, INC., AN AFFILIATE OF SELLER AND WHOLLY-OWNED DIRECT OR
INDIRECT SUBSIDIARY OF PARENT, AS FRANCHISOR (THE "FRANCHISOR"), SHALL EXECUTE A
TEN (10) YEAR FRANCHISE AGREEMENT (THE "FRANCHISE AGREEMENT").
10
(C)
CONSENTS AND APPROVALS.
ALL CONSENTS,
APPROVALS OR AUTHORIZATIONS OF ANY GOVERNMENTAL AGENCY (INCLUDING THE NONPUBLIC
POSTSECONDARY EDUCATION COMMISSION ("NPEC")), THE LANDLORDS NAMED IN THE
FACILITIES LEASES AND ANY OTHER PERSON WHOSE APPROVAL IS REQUIRED TO ASSIGN AND
CONVEY TO THE BUYER THE ASSIGNED CONTRACTS AND ANY OTHER PURCHASED ASSETS SHALL
HAVE BEEN OBTAINED ON TERMS SATISFACTORY TO THE BUYER AND SHALL BE IN FULL FORCE
AND EFFECT; AND, EXCEPT AS CONTEMPLATED IN SECTION 3.3(D), ALL PERMITS