BY SELLER IN TUCKER, GEORGIA (INCLUDING, BUT NOT
LIMITED TO, REPAIRS, MAINTENANCE OR DEFERRED MAINTENANCE, COMMON AREA
MAINTENANCE OR OTHER CHARGES FOR THE USE OF ANY COMMON AREAS, RENTAL PAYMENTS,
TAXES, INSURANCE, OR OTHER CHARGES) OR RELATING TO THE MOVE OF SELLER'S ASSETS
AND BUSINESS FROM THE PREMISES IN TUCKER, GEORGIA TO EITHER OF THE LEASED
FACILITIES;
(9)
THE OBLIGATIONS OF SELLER, PARENT OR THEIR
AFFILIATE(S) ON ANY GUARANTY OF THE FACILITIES LEASES (BUT SUBJECT TO THE
PROVISIONS SET FORTH IN SECTION 4.1) OR FOR THE MAKING OF OR PAYMENT FOR ANY
TENANT IMPROVEMENTS OR SIMILAR CHARGES RELATING TO THE PERIMETER CENTER LEASE;
AND
(10)
ANY DEBTS, LIABILITIES OR OBLIGATIONS INCURRED
BY SELLER, OR ACTIONS, CLAIMS OR LAWSUITS ASSERTED AGAINST EITHER BUYER OR
SELLER WHICH RELATE TO THE OPERATION OF THE BUSINESS PRIOR TO THE EFFECTIVE
DATE, EXCEPT FOR MATTERS WHICH ARISE FROM OR RELATE TO (Y) THE ASSUMED
LIABILITIES, AND/OR (Z) THE TRAINING OBLIGATIONS.
SECTION 3
CLOSING AND CLOSING DATE
3.1
CLOSING DATE.
THE CONSUMMATION OF THE
TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT (THE "CLOSING") HAS BEEN HELD ON THE
DATE OF THIS AGREEMENT (THE "CLOSING DATE") EFFECTIVE AS OF THE EFFECTIVE DATE.
3.2
ACTS OF SELLER AND PARENT.
AT THE CLOSING,
SELLER AND PARENT, OR WHICHEVER THEREOF MAY HAVE BEEN REQUIRED BY THE
CIRCUMSTANCES, HAVE TAKEN SUCH ACTIONS AND EXECUTED AND DELIVERED, OR CAUSED TO
BE EXECUTED AND DELIVERED, TO BUYER SUCH CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS ARE REQUIRED BY THIS AGREEMENT OR AS ARE REQUIRED TO GIVE FULL
EFFECT TO THE
6
TRANSACTIONS PROVIDED FOR HEREIN.
SUCH ACTIONS AND MATERIALS INCLUDE, BUT ARE
NOT LIMITED TO, THE FOLLOWING:
(A)
CONVEYANCE DOCUMENTATION.
SELLER HAS EXECUTED
AND DELIVERED TO BUYER OR SHALL EXECUTE AND DELIVER TO BUYER (WITH SUCH
ACKNOWLEDGMENTS REQUIRED BY THE CIRCUMSTANCES) DOCUMENTS OF CONVEYANCE WHICH ARE
REQUIRED TO CONVEY TO BUYER THE PURCHASED ASSETS FREE AND CLEAR OF ALL
RESTRICTIONS OR CONDITIONS TO SALE, CONVEYANCE OR TRANSFER AND FREE AND CLEAR OF
ALL LIENS, MORTGAGES, PLEDGES, ENCUMBRANCES, CHARGES, CLAIMS, SECURITY
INTERESTS, TAXES, CONDITIONS OR RESTRICTIONS OF ANY NATURE OR DESCRIPTION
WHATSOEVER ("LIENS") (OTHER THAN THOSE IDENTIFIED ON SCHEDULE 3.2(A) HERETO, THE
"PERMITTED LIENS") AND CONSISTENT WITH THE OTHER REQUIREMENTS OF THIS AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS
ARE BEING SOLD "AS IS, WHERE IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES
WHATSOEVER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DOCUMENTS OF
CONVEYANCE SHALL INCLUDE THE FOLLOWING:
(1)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT
("ASSIGNMENT AND ASSUMPTION AGREEMENT") IN FORM AND CONTENT SUBSTANTIALLY AS
SHOWN ON EXHIBIT A ATTACHED HERETO PURSUANT TO WHICH, AMONG OTHER THINGS, THE
SELLER CONVEYS AND ASSIGNS TO BUYER ALL RIGHT, TITLE AND INTEREST OF SELLER
ARISING UNDER, PROVIDED FOR IN, OR GOVERNED BY ANY ASSIGNED CONTRACTS (OTHER
THAN THE FACILITIES LEASES);
(2)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT
("ASSIGNMENT OF LEASE") IN FORM AND CONTENT SUBSTANTIALLY AS SHOWN ON EXHIBIT B
ATTACHED HERETO PURSUANT TO WHICH, AMONG OTHER THINGS, THE SELLER CONVEYS AND
ASSIGNS TO BUYER ALL