BE A GUARANTOR OR OTHERWISE OBLIGATED FOR
THE PERFORMANCE BY THE TENANT OR LESSEE NAMED IN THE FACILITIES LEASE, WHICH
TENANT OR LESSEE WILL INCLUDE BUYER OR ITS AFFILIATES FROM AND AFTER THE
EFFECTIVE DATE, AND PARENT MAY NOT BE PERMITTED TO MODIFY OR CANCEL ITS GUARANTY
OF THE FACILITIES LEASE IN CONNECTION WITH THE ASSIGNMENT OF THE FACILITIES
LEASE.
ACCORDINGLY, PARENT MAY REMAIN LIABLE ON THE FACILITIES LEASE IN THE
EVENT BUYER IS UNABLE TO PERFORM THEREUNDER AS REQUIRED IN THE ASSIGNMENT OF
LEASE.
IN CONSIDERATION OF THE TRANSFERS CONTEMPLATED IN THIS AGREEMENT AND THE
ASSIGNMENT OF THE FACILITIES LEASE, IF AND FOR SO LONG AS PARENT IS A GUARANTOR
OF THE FACILITIES LEASE, M&J AGREES AND DOES HEREBY INDEMNIFY AND AGREE TO HOLD
PARENT HARMLESS OF AND FROM ANY CLAIMS MADE BY THE LANDLORD NAMED IN THE
FACILITIES LEASE BASED ON A BREACH BY BUYER OF SUCH FACILITIES LEASE; PROVIDED,
HOWEVER, THE AGGREGATE LIABILITY OF M&J HEREUNDER IN RESPECT TO THE FACILITIES
LEASE SHALL BE AND IS LIMITED TO THE SUM OF [****************************].
5.2
NON-SOLICITATION.
EXCLUDING PERSONS EMPLOYED BY SELLER IN
CONNECTION WITH THE BUSINESS TO WHOM BUYER MAY MAKE OFFERS OF EMPLOYMENT AS
PROVIDED FOR IN SECTION 4.5(A),
19
EXCEPT AS OTHERWISE AGREED BY SELLER AND BUYER, BUYER AND SELLER, ON BEHALF OF
THEMSELVES AND THEIR RESPECTIVE AFFILIATES, 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 APPLICABLE EMPLOYEE'S
EMPLOYMENT WITH SUCH PARTY OR SUCH PARTY'S AFFILIATES.
5.3
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 EFFECTIVE 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.
SELLER SHALL RETAIN ALL BOOKS AND RECORDS RELATING TO THE
BUSINESS THAT ARE NOT SOLD AND DELIVERED TO BUYER UNDER THIS AGREEMENT.
IN THE
EVENT THAT SELLER, BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES IS AUDITED BY ANY
FEDERAL, STATE OR LOCAL ENTITY FOLLOWING THE EFFECTIVE DATE, OR IF ANY OF THEM
SHOULD OTHERWISE NEED ACCESS TO ANY OF THE BOOKS AND RECORDS MAINTAINED BY THE
OTHER FOR ANY LEGITIMATE BUSINESS PURPOSE (OTHER THAN ANY LITIGATION OR
ARBITRATION MATTER INVOLVING THE PARTIES), THEN THE PARTY IN POSSESSION OF THE
BOOKS AND RECORDS SHALL PROVIDE THE OTHER PARTY, ITS AFFILIATES AND THEIR
RESPECTIVE DESIGNEES WITH REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO
ALL SUCH BOOKS AND RECORDS; PROVIDED, HOWEVER, IF AT ANY TIME THE PARTY IN
POSSESSION OF THE BOOKS AND RECORDS DETERMINES TO DESTROY OR OTHERWISE DISPOSE
OF ANY SUCH BOOKS AND RECORDS, IT MAY DO SO PROVIDED SUCH PARTY FIRST GIVES THE
OTHER PARTY THIRTY (30) DAYS ADVANCE NOTICE AND