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;
(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 TO THE
SELLER THE FOLLOWING AMOUNTS (THE "PURCHASE PRICE"):
(A)
CASH PAYMENT.
THE SUM OF FIFTY THOUSAND
($50,000.00) 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 ASSUMED LIABILITIES
AS DEFINED IN SECTION 2.2(A) BELOW.
3
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) NEITHER SELLER NOR
PARENT HAVE "KNOWLEDGE" (WHICH TERM, WHEN USED IN REFERENCE TO ANY PERSON, MEANS
MATTERS WHICH ARE KNOWN TO SUCH PERSONS AND MATTERS WHICH MIGHT REASONABLY BE
DISCOVERED BY THEM IN THE EXERCISE OF DUE INQUIRY, EXCLUDING INQUIRY OF ANY
ADVERSE PARTY TO THIS AGREEMENT) THEREOF, (II) INVOICES ARE DELIVERED TO BUYER
PROMPTLY FOLLOWING THEIR RECEIPT OR DISCOVERY, (III) [************], AND (IV)
SUCH LIABILITIES ARE LISTED IN THE SUPPLEMENTAL SCHEDULE PROVIDED FOR IN SECTION
3.2(G)(2) (THE "ASSUMED BALANCE SHEET LIABILITIES");
(2)
SUBJECT TO THE PROVISIONS SET FORTH IN
SECTION 3.3(D) BELOW AND THE EXCLUSION PROVIDED FOR IN SECTION 2.2(B)(4)(E), THE
SELLER'S OBLIGATIONS TO ALL INDIVIDUAL AND CORPORATE CUSTOMERS TO PROVIDE