DATE, SELLER SHALL TERMINATE THE EXISTING EMPLOYEES OF
THE BUSINESS AND BUYER SHALL OFFER EMPLOYMENT AND BENEFITS (INCLUDING HEALTH
INSURANCE) TO THOSE EMPLOYEES WHO BUYER WISHES TO EMPLOY, ALL AT BUYER'S SOLE
COST AND EXPENSE.
(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
STANDARD TEN (10) YEAR FRANCHISE AGREEMENT (THE "FRANCHISE AGREEMENT").
(C)
CONSENTS AND APPROVALS.
ALL CONSENTS,
APPROVALS OR AUTHORIZATIONS OF ANY GOVERNMENTAL AGENCY (INCLUDING THE TENNESSEE
HIGHER EDUCATION COMMISSION ("THEC")), THE LANDLORD NAMED IN THE FACILITIES
LEASE AND ANY OTHER PERSON WHOSE APPROVAL IS REQUIRED TO ASSIGN TO THE BUYER THE
ASSIGNED CONTRACTS AND ANY OTHER PURCHASED ASSETS SHALL HAVE BEEN OBTAINED ON
TERMS SATISFACTORY BUYER AND SHALL BE IN FULL FORCE AND EFFECT; AND, EXCEPT AS
CONTEMPLATED IN SECTION 3.3(D), ALL PERMITS REQUIRED TO ALLOW BUYER TO CONDUCT
THE OPERATIONS OF THE BUSINESS FOLLOWING THE EFFECTIVE DATE SHALL HAVE BEEN
ASSIGNED TO BUYER BY SELLER OR OTHERWISE OBTAINED BY BUYER.
IN CONNECTION
HEREWITH, BUYER AGREES, CONSISTENT WITH APPLICABLE LAW AND CIRCUMSTANCES, TO
EXPEDITIOUSLY TAKE SUCH ACTIONS AS ARE REQUIRED TO OBTAIN THE APPROVAL OF THEC
TO THE TRANSFER OF SELLER'S APPLICABLE LICENSES OR, IF SUCH IS NOT ASSIGNABLE,
TO INITIATE AND DILIGENTLY UNDERTAKE TO OBTAIN SUCH THEC APPROVAL AS MAY BE
REQUIRED.
BUYER AGREES TO PROVIDE ALL REASONABLY REQUIRED INFORMATION TO THEC
AND TO PAY ANY NECESSARY FEES ASSOCIATED WITH SUCH APPROVAL.
SECTION 4
ADDITIONAL COVENANTS AND
AGREEMENTS
4.1
INDEMNITY OF OWNERS REGARDING GUARANTEE OF
FACILITIES LEASE.
TOGETHER WITH THE REQUIREMENTS SET FORTH IN THIS AGREEMENT,
THE BUYER AND CERTAIN OTHER ORGANIZATIONS AFFILIATED BY COMMON OWNERSHIP WITH
THE BUYER ARE ACQUIRING, BY WAY OF SUBLEASE OR ASSIGNMENT, THE LEASEHOLD
INTERESTS OF SELLER AND CERTAIN OTHER CORPORATIONS AFFILIATED BY COMMON
OWNERSHIP WITH THE SELLER.
SUCH LEASEHOLD INTERESTS, WHICH INCLUDE THOSE
CREATED BY THE FACILITIES LEASE, ARE HEREIN TOGETHER REFERRED TO AS THE
"OCCUPANCY LEASES".
PARENT IS OR MAY BE A GUARANTOR OR OTHERWISE OBLIGATED FOR
THE PERFORMANCE BY THE TENANT OR LESSEE NAMED IN THE OCCUPANCY LEASES, WHICH
TENANT OR LESSEE WILL INCLUDE THE BUYER OR ITS AFFILIATES FROM AND AFTER THE
EFFECTIVE DATE, AND PARENT MAY NOT BE PERMITTED TO MODIFY OR CANCEL ITS GUARANTY
OF THE OCCUPANCY LEASES IN CONNECTION WITH THE ASSIGNMENTS OF THE OCCUPANCY
LEASES.
ACCORDINGLY, PARENT MAY REMAIN LIABLE ON THE OCCUPANCY LEASES IN THE
EVENT BUYER IS UNABLE TO PERFORM THEREUNDER AS REQUIRED IN THE ASSIGNMENT OF
LEASE (OR IN ANY SUBLEASE EXECUTED IN LIEU OF AN ASSIGNMENT OF LEASE).
IN
CONSIDERATION OF THE TRANSFERS CONTEMPLATED IN THIS AGREEMENT AND THE ASSIGNMENT
(OR SUBLETTING) OF THE OCCUPANCY LEASES, THE OWNERS AGREE TO AND DO HEREBY
JOINTLY AND SEVERALLY INDEMNITY AND AGREE TO HOLD PARENT HARMLESS OF AND FROM
ANY CLAIMS MADE BY THE LANDLORDS NAMED IN THE OCCUPANCY LEASES BASED ON A BREACH
BY BUYER (OR ANY AFFILIATED ENTITY OF THE BUYER) OF ANY SUCH
10
OCCUPANCY LEASE; PROVIDED, HOWEVER,