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;
(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 (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 THE FOLLOWING AMOUNTS
(THE "PURCHASE PRICE"):
(A)
CASH PAYMENTS.
(1)
THE SUM OF [**********] (THE "FRANCHISOR CASH PAYMENT") TO
FRANCHISOR IN THE FORM OF A WIRE TRANSFER OR AS DIRECTED BY SELLER;
3
(2)
THE SUM OF $24,856.70 (THE "OTHER CASH PAYMENT") TO SELLER IN THE
FORM OF A WIRE TRANSFER OR AS DIRECTED BY SELLER, WHICH IS COMPRISED OF
$19,607.70 FOR THE BURBANK LEASE SECURITY DEPOSIT AND $5,249.00 FOR THE COST TO
REPLACE SELLER'S NAVCO ACCESS CONTROL SECURITY SYSTEM WHICH IS OTHERWISE BEING
TRANSFERRED TO BUYER HEREUNDER (THE FRANCHISOR CASH PAYMENT AND THE OTHER CASH
PAYMENT ARE HEREINAFTER COLLECTIVELY THE "CASH PAYMENTS");
(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 ASSUMED LIABILITIES AS DEFINED IN SECTION
2.2(A) BELOW; AND
(C)
EXECUTION OF PROMISSORY NOTE.
BUYER SHALL EXECUTE A PROMISSORY
NOTE IN FORM AND CONTENT SUBSTANTIALLY AS SHOWN ON EXHIBIT A ATTACHED HERETO
(THE "PROMISSORY NOTE") PURSUANT TO WHICH, AMONG OTHER THINGS, THE BUYER SHALL
PAY FRANCHISOR THE PRINCIPAL SUM OF [**********].
2.2
ASSUMED AND RETAINED LIABILITIES.
(A)
ASSUMED LIABILITIES.
THE FOLLOWING SHALL CONSTITUTE, AND ARE
HEREIN TOGETHER REFERRED TO AS, THE "ASSUMED LIABILITIES":
(1)
THOSE LIABILITIES WHICH ARE (A) IDENTIFIED ON SCHEDULE 2.2(A)(1)
ATTACHED HERETO (INCLUDING OUTSTANDING PURCHASE ORDERS, TRADE ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES AND EXPENSES REFLECTED ON SAID SCHEDULE) AND (B) ANY
TRADE PAYABLES NOT SO LISTED IF (I) SELLER DOES NOT HAVE "KNOWLEDGE" (WHICH
TERM, WHEN