PREPARED FROM AND ARE
CONSISTENT WITH THE BOOKS AND RECORDS OF SELLER.
(B)
ACCOUNTS PAYABLE.
AT SCHEDULE 5.7(B) IS A
CURRENT LISTING OF THE ACCOUNTS PAYABLE INCLUDED IN THE ASSUMED LIABILITIES,
SHOWING AS TO EACH THE AGING, AMOUNT AND NAME OF THE CREDITOR.
(C)
UNREDEEMED COUPONS.
AT SCHEDULE 5.7(C) IS A
CURRENT LISTING OF THE UNREDEEMED BUT PREPAID COUPONS SOLD BY SELLER WHICH
REMAIN OUTSTANDING AND IN RESPECT TO WHICH SELLER IS OBLIGATED TO DELIVERED
TRAINING.
SUCH LISTING REFLECTS THE EXPIRATION DATE AS TO EACH.
TO THE
KNOWLEDGE OF SELLER AND PARENT, THERE EXISTS NO FURTHER OR ADDITIONAL
OBLIGATIONS OF THE SELLER TO DELIVER TRAINING FOR WHICH PAYMENT HAS BEEN
RECEIVED OR PREPAID.
14
5.8
NO OTHER LIABILITIES.
EXCEPT FOR THE
RETAINED LIABILITIES AND THE ASSUMED LIABILITIES, TO THE KNOWLEDGE OF SELLER AND
PARENT, THERE IS NO LIABILITY, CLAIM, DEFICIENCY, GUARANTEE OR OBLIGATION
(ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), AND THERE IS NO BASIS FOR ANY SUCH
LIABILITY OR OBLIGATION, WITH REGARD TO THE BUSINESS, NOR DO SELLER OR PARENT
HAVE KNOWLEDGE THAT ANY SUPPLIER, CLIENT OR CUSTOMER INTENDS TO MAKE A REDUCTION
IN ITS PRESENT LEVEL OF BUSINESS CONDUCTED WITH THE BUSINESS AFTER THE EFFECTIVE
DATE, EITHER AS A RESULT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY OR FOR ANY OTHER REASON.
5.9
LOCATION OF TANGIBLE ASSETS.
THE ONLY REAL
PROPERTY AT WHICH SELLER CONDUCTS OPERATIONS RELATING TO ITS BUSINESS, OR WHICH
ARE OTHERWISE LEASED OR USED BY SELLER OR ITS AFFILIATES IN CONNECTION WITH THE
BUSINESS, ARE THE LEASED PREMISES.
EXCEPT FOR THOSE ITEMS OF TANGIBLE PERSONAL
PROPERTY IDENTIFIED ON SCHEDULE 5.9, ALL TANGIBLE PERSONAL PROPERTY IS (AND WILL
BE AS OF THE EFFECTIVE DATE) PHYSICALLY LOCATED AT THE LEASED PREMISES.
TO THE
EXTENT ANY TANGIBLE PERSONAL PROPERTY INCLUDED IN THE PURCHASED ASSETS IS
LOCATED AT ANY OTHER LOCATION, THE SELLER SHALL, AT ITS SOLE COST AND EXPENSE,
PROMPTLY MOVE SAME TO THE LEASED PREMISES OR WHICHEVER THEREOF IS DESIGNATED BY
THE BUYER.
5.10
LEGAL COMPLIANCE; PERMITS
(A)
COMPLIANCE WITH LAW.
EXCEPT AS SET FORTH ON
SCHEDULE 5.10(A), TO THE KNOWLEDGE OF SELLER AND PARENT, THE BUSINESS IS IN
COMPLIANCE WITH ALL APPLICABLE LAWS (INCLUDING STATUTES, RULES, REGULATIONS,
CODES, PLANS, INJUNCTIONS, JUDGMENTS, ORDERS, DECREES, AND RULINGS) OF FEDERAL,
STATE, LOCAL, AND FOREIGN GOVERNMENTS (AND ALL AGENCIES THEREOF) THE VIOLATION
OF WHICH MAY REASONABLY BE EXPECTED TO HAVE, OR DOES HAVE, A MATERIAL ADVERSE
EFFECT ON THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, OR THE BUSINESS
ACQUIRED BY BUYER (INCLUDING, BUT NOT LIMITED TO, LAWS RESPECTING EMPLOYMENT,
EMPLOYMENT PRACTICES, EMPLOYEE CLASSIFICATION, LABOR RELATIONS, FAMILY AND
MEDICAL LEAVES, MILITARY LEAVES, LEAVES OF ABSENCE GENERALLY, SAFETY AND HEALTH,
WAGES, HOURS AND TERMS AND CONDITIONS OF EMPLOYMENT); AND NEITHER SELLER NOR
PARENT HAVE ANY KNOWLEDGE OF CIRCUMSTANCES WHICH ARE LIKELY TO RESULT IN A
MATERIAL VIOLATION OF ANY OF THE FOREGOING.
THE FOREGOING INCLUDES, BUT IS NOT
LIMITED TO, ALL LAWS RELATING TO THE PROTECTION OF THE ENVIRONMENT, LAWS
RELATING TO DISCRIMINATION IN THE WORK PLACE, LAWS RELATING TO THE USE OF