THE AGGREGATE LIABILITY OF THE OWNERS
HEREUNDER IN RESPECT TO ALL OF THE AFORESAID OCCUPANCY LEASES (AND WITHOUT
DUPLICATION BY REASON OF ANY SIMILAR PROVISION APPEARING IN THE AGREEMENTS
EXECUTED BY OWNERS RELATING TO THE PURCHASES BEING CONTEMPORANEOUSLY MADE BY
BUYER'S AFFILIATES) SHALL BE AND IS LIMITED TO THE AGGREGATE SUM OF TWO HUNDRED
AND FIFTY THOUSAND DOLLARS ($250,000) MINUS FIFTY THOUSAND DOLLARS ($50,000) FOR
EACH YEAR (12 MONTHS) AFTER THE EFFECTIVE DATE; I.E., IF NO DEMAND HAS BEEN MADE
UPON PARENT FOR PAYMENT UNDER ANY OF THE OCCUPANCY LEASES (OR ANY GUARANTY OR
OTHER DOCUMENT EXECUTED BY PARENT IN CONNECTION THEREWITH) PRIOR TO EACH
SUCCEEDING ANNUAL ANNIVERSARY OF THE EFFECTIVE DATE, THEN THE LIABILITY OF
OWNERS IN RESPECT TO THEIR INDEMNITY PROVIDED FOR HEREIN SHALL BE REDUCED BY
FIFTY THOUSAND DOLLARS ($50,000) ON EACH SUCH ANNIVERSARY DATE.
4.2
NON-SOLICITATION.
EXCLUDING PERSONS
EMPLOYED BY SELLER IN CONNECTION WITH THE BUSINESS TO WHOM BUYER SHALL MAKE
OFFERS OF EMPLOYMENT AS PROVIDED FOR IN SECTION 3.5(A), BUYER AND SELLER AGREE
NOT TO SOLICIT, RECRUIT OR HIRE ANY EMPLOYEES OF THE OTHER PARTY, OR THE OTHER
PARTY'S AFFILIATES, FOR SO LONG AS THE FRANCHISE AGREEMENT REMAINS IN EFFECT OR,
IF A SHORTER PERIOD OF TIME, FOR SIX (6) MONTHS FOLLOWING THE TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH SUCH PARTY OR SUCH PARTY'S AFFILIATES.
4.3
REGIONAL SERVICES.
WITHIN THIRTY (30) DAYS
AFTER THE EFFECTIVE DATE, ALL REGIONAL SERVICES PREVIOUSLY PERFORMED AT THE
LEASED PREMISES FOR SELLER'S AFFILIATES IN INDIANAPOLIS, INDIANA AND CLEVELAND,
OHIO (THE "REGIONAL SERVICES") SHALL BE TRANSITIONED TO ANOTHER AFFILIATE OF
SELLER AT SELLER'S COST AND EXPENSE, BUT WITH BUYER'S COOPERATION; PROVIDED,
HOWEVER, THAT BUYER SHALL ENSURE THAT ALL REGIONAL SERVICES CONTINUE TO BE
PROVIDED TO THE NAMED SELLER'S AFFILIATES DURING THE ENTIRE THIRTY (30) DAY
PERIOD AFTER THE EFFECTIVE DATE.
FOR SUCH SERVICES, SELLER SHALL ONLY BE
REQUIRED TO REIMBURSE BUYER FOR ACCOUNTING AND HUMAN RESOURCE SERVICES
(EXCLUSIVE OF ANY OTHER COSTS, SUCH AS THE SALARY OF ANY OWNER) IN ACCORDANCE
WITH THE TERMS OF
THAT CERTAIN SERVICES AND COST SHARING AGREEMENT DATED AS OF
APRIL 30, 1998 BY AND BETWEEN, AMONG OTHERS, SELLER, CERTAIN OF SELLER'S
AFFILIATES AND NEW HORIZONS EDUCATION CORPORATION.
4.4
CUSTOMER RECORDS. THE PARTIES WILL MAINTAIN
THE CONFIDENTIALITY OF ALL CUSTOMER RECORDS AND FILES IN ACCORDANCE WITH
APPLICABLE FEDERAL AND STATE LAWS AND REGULATIONS.
ON THE CLOSING DATE, SELLER
AGREES TO DELIVER TO BUYER ALL ORIGINAL CUSTOMER RECORDS AND FILES THAT RELATE
TO THE PURCHASE AND DELIVERY OF COMPUTER TRAINING FOR THE BUSINESS, INCLUDING
THE FILES WHICH RELATE TO THE TRAINING OBLIGATIONS.
IN THE EVENT THAT SELLER IS
AUDITED BY ANY FEDERAL, STATE OR LOCAL ENTITY FOLLOWING THE EFFECTIVE DATE,
BUYER SHALL PROVIDE SELLER OR ITS DESIGNEES WITH REASONABLE ACCESS, DURING
NORMAL BUSINESS HOURS, TO ALL ORIGINAL CUSTOMER FILES RELATED TO THE PURCHASED
ASSETS.
4.5
INSURANCE.
IF SELLER OR PARENT OR ANY OF
THEIR AFFILIATES POSSESS INSURANCE WHICH PROVIDES COVERAGE IN RESPECT TO ANY
CLAIM OF LOSS MADE AFTER THE EFFECTIVE DATE, THEN SUCH INSURANCE SHALL BE