ANNOUNCEMENTS; CONFIDENTIALITY.
THE PARTIES (OR CERTAIN OF THE
PARTIES OR THEIR PREDECESSORS) HAVE PREVIOUSLY EXECUTED A CONFIDENTIALITY
AGREEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
AS OF THE
EFFECTIVE DATE, SAID CONFIDENTIALITY AGREEMENT SHALL BE OF NO FURTHER FORCE OR
EFFECT AND, INSTEAD, THE PARTIES AGREE AS FOLLOWS:
(A)
CONFIDENTIALITY AGREEMENT.
EXCEPT TO THE EXTENT OF THE
REPRESENTATIONS AND WARRANTIES PROVIDED FOR IN THIS AGREEMENT, NO PARTY SHALL
HAVE ANY LIABILITY TO THE OTHER BASED ON ANY CLAIM THAT THE INFORMATION PROVIDED
BY SUCH PARTY PURSUANT TO THE CONFIDENTIALITY AGREEMENT WAS UNTRUE, INCOMPLETE
OR MISLEADING IN ANY WAY.
RATHER, THE PARTIES SHALL BE ENTITLED TO RELY ONLY
UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH OR PROVIDED FOR IN THIS
AGREEMENT.
(B)
PUBLIC ANNOUNCEMENTS.
THE SELLER AND PARENT, ON THE ONE HAND, AND
BUYER AND OWNER, ON THE OTHER HAND, WILL CONSULT WITH EACH OTHER BEFORE ISSUING
ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN AND SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR
MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE APPROVAL OF THE OTHERS, UNLESS
COUNSEL HAS ADVISED SUCH PARTY THAT SUCH RELEASE OR OTHER PUBLIC STATEMENT MUST
BE ISSUED IMMEDIATELY AND THE ISSUING PARTY HAS NOT BEEN ABLE, DESPITE ITS GOOD
FAITH EFFORTS, TO SECURE THE PRIOR APPROVAL OF THE OTHER PARTIES.
4.7
FINANCIAL AUDIT COOPERATION.
BUYER SHALL PROVIDE REASONABLE
ASSISTANCE TO SELLER AND PARENT REGARDING THE 2006 AND 2007 FINANCIAL AUDITS FOR
PARENT, WHICH ASSISTANCE SHALL INCLUDE GATHERING DOCUMENTATION, PROVIDING
REQUESTED ACCOUNT ANALYSIS AND GENERALLY RESPONDING TO INQUIRES FROM SELLER'S
OUTSIDE AUDITORS; PROVIDED, HOWEVER, SELLER SHALL REIMBURSE BUYER FOR ANY
OUT-OF-POCKET EXPENSE INCURRED BY BUYER IN CONNECTION WITH THE RENDERING OF SUCH
ASSISTANCE.
4.8
ROOM RENTAL.
SELLER SHALL RENT FOUR (4) CLASSROOMS TO BUYER AT
THE FACILITY LEASED TO SELLER UNDER ITS OCCUPANCY LEASE COVERING THE LEASED
PREMISES AT 100 CORPORATE POINTE, SUITES 270 AND 288, CULVER CITY, CALIFORNIA
(THE "CULVER CITY LEASE") AT A RATE OF $6,874 PER WEEK FOR A PERIOD OF FOUR (4)
WEEKS FROM AND AFTER THE EFFECTIVE DATE, AT WHICH TIME THE ROOM RENTAL
CONTEMPLATED HEREBY SHALL TERMINATE AND BUYER MUST SURRENDER POSSESSION OF THE
LEASED PREMISES UNDER THE CULVER CITY LEASE TO THE LANDLORD NAMED THEREUNDER.
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4.9
SECURITY DEPOSIT FOR BURBANK LEASE.
ON THE EFFECTIVE DATE, SELLER
SHALL ASSIGN TO BUYER ITS SECURITY DEPOSIT UNDER THE BURBANK LEASE AND BUYER,
CONCURRENTLY THEREWITH ON THE EFFECTIVE DATE, SHALL PAY TO SELLER THE SUM OF
$19,607.70 (WHICH PAYMENT IS INCLUDED IN THE OTHER CASH PAYMENT) FOR THE
SECURITY DEPOSIT SO ASSIGNED.
SECTION 5
REPRESENTATIONS AND WARRANTIES OF SELLER.
SELLER AND,
IN CERTAIN CASES, PARENT REPRESENT AND WARRANT TO THE BUYER AND OWNER AS
FOLLOWS:
5.1
ORGANIZATION AND EXISTENCE.
SELLER AND PARENT ARE DELAWARE
CORPORATIONS, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE AND EACH HAS ALL NECESSARY CORPORATE POWER TO OWN
ITS ASSETS (INCLUDING THE PURCHASED ASSETS) AND TO OPERATE ITS BUSINESS
(INCLUDING THE BUSINESS) AS