IS A TRUE AND COMPLETE
CURRENT LISTING OF ALL OF THE UNREDEEMED BUT PREPAID COUPONS SOLD BY SELLER
WHICH REMAIN OUTSTANDING AND IN RESPECT TO WHICH SELLER IS OBLIGATED TO DELIVER
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 SELLER TO DELIVER TRAINING FOR WHICH PAYMENT HAS BEEN RECEIVED OR
PREPAID.
6.8
NO OTHER LIABILITIES.
EXCEPT FOR THE ASSUMED LIABILITIES AND THE
LIABILITIES SPECIFICALLY LISTED ON SCHEDULE 6.8, 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.
TO THE KNOWLEDGE OF SELLER AND PARENT, NO 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.
6.9
PURCHASED 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 6.9, 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, SELLER SHALL, AT ITS SOLE COST AND EXPENSE, PROMPTLY MOVE SAME TO THE
LEASED PREMISES OR WHICHEVER THEREOF IS DESIGNATED BY BUYER.
EACH ITEM OF
TANGIBLE PERSONAL PROPERTY IS IN GOOD OPERATING CONDITION, NORMAL WEAR AND TEAR
EXCEPTED.
THE PURCHASED ASSETS CONSTITUTE ALL OF THE ASSETS, RIGHTS AND
PROPERTIES NECESSARY TO CONDUCT THE BUSINESS AS PRESENTLY CONDUCTED.
6.10
LEGAL COMPLIANCE; PERMITS
(A)
COMPLIANCE WITH LAW.
EXCEPT AS SET FORTH ON SCHEDULE 6.10(A), THE
BUSINESS IS IN COMPLIANCE IN ALL MATERIAL RESPECTS 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 (INCLUDING, BUT NOT LIMITED TO, LAWS RESPECTING
EMPLOYMENT, EMPLOYMENT PRACTICES, EMPLOYEE CLASSIFICATION, LABOR RELATIONS,
FAMILY AND MEDICAL LEAVES, MILITARY LEAVES, LEAVES OF ABSENCE GENERALLY,
ENVIRONMENT, SAFETY AND HEALTH, WAGES, HOURS AND TERMS AND CONDITIONS OF
EMPLOYMENT); AND NEITHER SELLER NOR PARENT HAS ANY KNOWLEDGE OF CIRCUMSTANCES
WHICH ARE LIKELY TO RESULT IN A VIOLATION OF ANY OF THE FOREGOING.
THE
FOREGOING INCLUDES, BUT IS NOT LIMITED TO, ALL LAWS RELATING TO THE PROTECTION
OF THE
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ENVIRONMENT, LAWS RELATING TO DISCRIMINATION IN THE WORK PLACE, LAWS RELATING TO
THE USE OF PROPRIETARY COMPUTER SOFTWARE, AND LAWS GOVERNING THE REPORTING,
WITHHOLDING OR PAYMENT OF PAYROLL, INCOME, FRANCHISE OR EXCISE TAXES.
(B)
GOVERNMENTAL PERMITS.
EXCEPT AS SHOWN AT SCHEDULE 6.10(B), THE
GOVERNMENTAL PERMITS TO BE CONVEYED TO BUYER COMPRISE ALL OF THE PERMITS,
CONCESSIONS, GRANTS, FRANCHISES, LICENSES, FILINGS, AUTHORIZATIONS AND APPROVALS
REQUIRED FROM ANY