HEREIN TOGETHER REFERRED TO AS, THE "ASSUMED LIABILITIES":
(1)
THE ACCOUNTS PAYABLE THAT, AS OF THE EFFECTIVE DATE, ARE
OUTSTANDING [********************** ******************************], ALL ACCRUED
EXPENSES OF SELLER AND ALL OTHER CURRENT LIABILITIES OF SELLER, IN EACH CASE
SOLELY TO THE EXTENT INCLUDED IN THE CALCULATION OF THE FINAL CLOSING WORKING
CAPITAL;
(2)
THE ACCOUNTS PAYABLE OF SELLER THAT, AS OF THE EFFECTIVE DATE, ARE
OUTSTANDING [************** *************************************************]
BUT ONLY TO THE EXTENT INCLUDED IN THE REDUCTION TO THE CASH PURCHASE PRICE AS
PROVIDED IN SECTION
3.1 (A);[**********************************************************************
***********************************************************************************************************
**********************************************************************************************************
*****************************************];
(3)
SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 4.3(D), SELLER'S
OBLIGATIONS TO ALL INDIVIDUAL AND CORPORATE CUSTOMERS TO PROVIDE TRAINING WHICH
HAS BEEN
12
PURCHASED BY SUCH CUSTOMERS PRIOR TO THE EFFECTIVE DATE BUT NOT YET DELIVERED AS
OF THE EFFECTIVE DATE (THE "TRAINING OBLIGATIONS"), WHICH TRAINING OBLIGATIONS
ARE LISTED IN SCHEDULE 3.4(A)(3) ATTACHED HERETO;
(4)
ANY OBLIGATION FOR CASH REFUNDS TO CUSTOMERS IN RESPECT TO ANY
PREPAID TRAINING;
(5)
ANY OBLIGATION TO PAY FOR TRAINING PROVIDED BY ANY OTHER
FRANCHISEE OR AFFILIATE OF THE FRANCHISOR IN RESPECT TO NATIONAL TRAINING
COUPONS SOLD BY SELLER, EXCEPT TO THE EXTENT SUCH CONSTITUTES A RETAINED
LIABILITY UNDER SECTION 3.4(B)(5)(E); AND
(6)
ALL LIABILITIES AND OBLIGATIONS OF SELLER (OTHER THAN LIABILITIES
OR OBLIGATIONS ARISING OUT OF ANY BREACH OR DEFAULT BY SELLER PRIOR TO THE
CLOSING) UNDER THE ASSIGNED CONTRACTS THAT ARE ASSIGNED TO BUYER PURSUANT TO
SECTION 2.1 OR UNDER WHICH THE FULL BENEFITS ARE PROVIDED TO BUYER BY SELLER
PURSUANT TO SECTION 2.3, AND WHICH WERE INCURRED OR OTHERWISE FIRST ARISE FROM
AND AFTER THE CLOSING; PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY,
BUYER DOES NOT ASSUME, AND SHALL NOT BE RESPONSIBLE FOR, ANY LIABILITIES WHICH
ARISE FROM (I) DEFAULTS THEREUNDER OR BREACHES THEREOF ON OR PRIOR TO THE
CLOSING; OR (II) EVENTS OCCURRING ON OR PRIOR TO THE CLOSING, 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 CLOSING.
(B)
RETAINED LIABILITIES.
BUYER SHALL NOT BE OBLIGATED TO PAY,
PERFORM OR ABIDE BY, AND SELLER SHALL RETAIN EXCLUSIVE RESPONSIBILITY FOR, ANY
LIABILITIES, DEBTS, OBLIGATIONS, UNDERTAKINGS OR COMMITMENTS OF SELLER (THE
"RETAINED LIABILITIES"), OTHER THAN THE ASSUMED LIABILITIES.
THE RETAINED
LIABILITIES SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(1)
ANY TAX IMPOSED BY OR PAYABLE TO ANY GOVERNMENTAL AUTHORITY WITH
RESPECT TO ANY PERIOD ENDING ON OR PRIOR TO THE EFFECTIVE DATE;
(2)
ANY LIABILITY OR OBLIGATION ACCRUING, ARISING OUT OF OR RELATING
TO ANY FACT OR CIRCUMSTANCE WHICH OCCURRED ON OR PRIOR TO THE EFFECTIVE DATE IN
RESPECT TO (A) LIABILITIES AND OBLIGATIONS TO EMPLOYEES OF SELLER, INCLUDING
THOSE FOR ACCIDENT, DISABILITY, HEALTH (INCLUDING UNFUNDED MEDICAL LIABILITIES)
AND WORKER'S COMPENSATION INSURANCE OR BENEFITS, AND ALL OTHER LIABILITIES AND
OBLIGATIONS TO EMPLOYEES ARISING FROM FACTS OR CIRCUMSTANCES WHICH OCCURRED ON
OR PRIOR TO THE EFFECTIVE DATE, (B) ANY EMPLOYEE BENEFIT PLAN