provided for in, and pursuant to the requirements of, a certain
Asset Purchase Agreement ("Agreement") of even date herewith by and between NEW
HORIZONS COMPUTER LEARNING CENTER OF CHICAGO, INC., a Delaware corporation
("Assignor"), and NH CHICAGO, LLC, a Michigan limited liability company
("Assignee").
WITNESSETH:
WHEREAS, pursuant to the Agreement, Assignee desires to purchase and acquire
from Assignor all of the Assignor's right, title and interest in, or arising
under or pursuant to, those certain agreements defined in the Agreement as the
"Assigned Contracts", being those (excluding, for these purposes, the Facilities
Leases) identified on the Attachment hereto, as a consequence of which the
Assignee is willing to assume Assignor's obligations, responsibilities and
liabilities under the said Assigned Contracts which accrue from and after the
date hereof in accordance with the terms hereof and the Agreement;
NOW, THEREFORE:
1.
Assignor hereby assigns, transfers and conveys to Assignee, all
of Assignor's right, title and interest in, to and under the Assigned Contracts
as defined in the Agreement and identified on the Attachment hereto effective as
of the date hereof.
2.
ASSIGNEE DOES HEREBY ACCEPT THE FOREGOING ASSIGNMENT AND DOES
HEREBY ASSUME, AND AGREE TO PERFORM AND BE BOUND BY, ALL OF THE COVENANTS,
CONDITIONS, OBLIGATIONS AND LIABILITIES OF ASSIGNOR UNDER THE SAID ASSIGNED
CONTRACTS WHICH ACCRUE AFTER THE DATE HEREOF; PROVIDED THAT, NOTWITHSTANDING
ANYTHING TO THE CONTRARY, ASSIGNEE DOES NOT ASSUME, AND SHALL NOT BE RESPONSIBLE
FOR, ANY OF ASSIGNOR'S OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES WHICH ARISE
FROM (I) DEFAULTS UNDER ANY OF THE ASSIGNED CONTRACTS OR BREACHES THEREOF ON OR
PRIOR TO THE DATE HEREOF; OR (II) EVENTS OCCURRING ON OR PRIOR TO THE DATE
HEREOF, WHICH, AFTER NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT
OR BREACH, IN EACH CASE WHETHER OR NOT A CLAIM FOR SUCH DEFAULT OR BREACH IS
MADE PRIOR TO OR FOLLOWING THE DATE HEREOF.
(Signatures on Next Page)
36
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered as of the Effective Date provided for in the Agreement.
ASSIGNOR:
ASSIGNEE:
NEW HORIZONS COMPUTER LEARNING
NH CHICAGO, LLC
CENTER OF CHICAGO, INC.
By:
By:
Mark A. Miller
Mark McManus, Jr.
Chief Executive Officer
Chief Executive Officer
37
ATTACHMENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
The following is a listing of the Assigned Contracts, including the Customer
Contracts but excluding the Facilities Leases, to be and herewith assigned to
the Assignee.
To the extent in writing, there is attached hereto a true and
complete copy of each of the Assigned Contracts.
EXHIBIT B-1
ASSIGNMENT OF LEASE
STATE OF ILLINOIS
)
)
ASSIGNMENT OF LEASE
COUNTY OF COOK
)
FOR VALUABLE CONSIDERATION, and in consideration of the agreements of the
parties set forth in a certain Asset Purchase Agreement ("Agreement") of even
date herewith by and between NEW HORIZONS COMPUTER LEARNING CENTER OF CHICAGO,
INC., a Delaware corporation (herein called "ASSIGNOR"), and NH CHICAGO, LLC, a
Michigan limited liability company (herein called "ASSIGNEE"), the undersigned
ASSIGNOR