MATTERS PROVIDED FOR
ELSEWHERE IN THIS AGREEMENT, AT OR PRIOR TO THE CLOSING, THE PARTIES SHALL
ADDITIONALLY EXECUTE, OR CAUSE THEIR AFFILIATES NAMED THEREIN TO EXECUTE, THE
FOLLOWING SEPARATE AGREEMENTS:
(A)
EMPLOYMENT ARRANGEMENTS.
NOTWITHSTANDING ANY RESTRICTIONS TO THE
CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT CONTEMPLATED
HEREBY, SELLER SHALL PERMIT BUYER TO OFFER EMPLOYMENT TO, AND TO EMPLOY, SUCH
PERSONS EMPLOYED IN CONNECTION WITH THE OPERATION OF THE BUSINESS AS MAY BE
DESIGNATED BY BUYER IN ITS SOLE DISCRETION.
BUYER SHALL HAVE NO OBLIGATION TO
OFFER TO EMPLOY OR TO EMPLOY ANY EMPLOYEES OF SELLER AND, WITH RESPECT TO ANY
EMPLOYEE OF SELLER TO WHOM BUYER MAKES AN OFFER OF EMPLOYMENT, BUYER SHALL BE
FREE TO DETERMINE IN ITS SOLE DISCRETION THE TERMS OF SUCH OFFER; PROVIDED,
HOWEVER, BUYER SHALL BE
18
RESPONSIBLE FOR AND SHALL INDEMNIFY AND DEFEND SELLER AND PARENT IN ACCORDANCE
WITH SECTION 8 HEREOF AGAINST CLAIMS BROUGHT BY ANY EMPLOYEE OF SELLER ALLEGING
UNLAWFUL DISCRIMINATION BY BUYER AS THE BASIS FOR BUYER'S DECISION NOT TO HIRE
SUCH EMPLOYEE.
(B)
FRANCHISE AGREEMENT.
BUYER AND FRANCHISOR (A WHOLLY-OWNED DIRECT
OR INDIRECT SUBSIDIARY OF PARENT), SHALL EXECUTE A FRANCHISE AGREEMENT WITH A
TERM FROM THE EFFECTIVE DATE THROUGH [*****************] (THE "FRANCHISE
AGREEMENT").
THE FRANCHISE AGREEMENT SHALL BE IN SUBSTANTIALLY THE SAME FORM AS
THE FRANCHISE AGREEMENT BETWEEN THE FRANCHISOR AND M&J, BUYER'S AFFILIATE, FOR
THE DETROIT, MICHIGAN TERRITORY.
SELLER FURTHER ACKNOWLEDGES AND AGREES THAT
BUYER SHALL HAVE THE RIGHT TO SETOFF OR RECOUP AGAINST AMOUNTS THAT MAY BECOME
DUE TO BUYER UNDER THIS AGREEMENT ANY AMOUNTS NOW OR HEREAFTER OWING BY BUYER TO
FRANCHISOR OR ITS AFFILIATES UNDER THE FRANCHISE AGREEMENT AS PROVIDED IN THE
FRANCHISOR CONSENT.
(C)
CONSENTS AND APPROVALS.
ALL CONSENTS, APPROVALS OR AUTHORIZATIONS
OF ANY GOVERNMENTAL AGENCY (INCLUDING THE ILLINOIS STATE BOARD OF EDUCATION
WHICH REGULATES PRIVATE BUSINESS AND VOCATIONAL SCHOOLS ("ISBE")), THE LANDLORDS
NAMED IN THE FACILITIES LEASES AND ANY OTHER PERSON WHOSE APPROVAL IS REQUIRED
TO ASSIGN AND CONVEY TO BUYER THE ASSIGNED CONTRACTS AND ANY OTHER PURCHASED
ASSETS SHALL HAVE BEEN OBTAINED ON TERMS SATISFACTORY TO BUYER AND SHALL BE IN
FULL FORCE AND EFFECT; AND, EXCEPT AS CONTEMPLATED IN SECTION 4.3(D), ALL
PERMITS REQUIRED TO ALLOW BUYER TO CONDUCT THE OPERATIONS OF THE BUSINESS
FOLLOWING THE EFFECTIVE DATE SHALL HAVE BEEN ASSIGNED TO BUYER BY SELLER OR
OTHERWISE OBTAINED BY BUYER.
IN CONNECTION HEREWITH, BUYER AGREES, CONSISTENT
WITH APPLICABLE LAW AND CIRCUMSTANCES, TO USE COMMERCIALLY REASONABLE EFFORTS TO
EXPEDITIOUSLY OBTAIN THE APPROVAL OF ISBE TO THE TRANSFER OF SELLER'S APPLICABLE
LICENSES OR, IF SUCH IS NOT ASSIGNABLE, TO INITIATE AND DILIGENTLY UNDERTAKE TO
OBTAIN SUCH ISBE APPROVAL AS MAY BE REQUIRED.
BUYER AGREES TO PROVIDE ALL
REASONABLY REQUIRED INFORMATION TO ISBE AND TO PAY ANY REASONABLE AND CUSTOMARY
FEES ASSOCIATED WITH SUCH APPROVAL.
SECTION 5
ADDITIONAL COVENANTS AND AGREEMENTS
5.1
INDEMNITY OF M&J REGARDING GUARANTEE OF FACILITIES LEASES.
BUYER
IS ACQUIRING, BY WAY OF ASSIGNMENT, THE LEASEHOLD INTEREST OF SELLER UNDER THE
FACILITIES LEASE.
PARENT IS OR MAY