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 EXPEDITIOUSLY TAKE SUCH ACTIONS AS ARE REQUIRED TO OBTAIN THE
APPROVAL OF NPEC TO THE TRANSFER OF SELLER'S APPLICABLE LICENSES OR, IF SUCH IS
NOT ASSIGNABLE, TO INITIATE AND DILIGENTLY UNDERTAKE TO OBTAIN SUCH NPEC
APPROVAL AS MAY BE REQUIRED.
BUYER AGREES TO PROVIDE ALL REASONABLY REQUIRED
INFORMATION TO NPEC AND TO PAY ANY NECESSARY FEES ASSOCIATED WITH SUCH APPROVAL.
SECTION 4
ADDITIONAL COVENANTS AND
AGREEMENTS
4.1
INDEMNITY OF OWNERS REGARDING GUARANTEE OF
FACILITIES LEASES.
TOGETHER WITH THE REQUIREMENTS SET FORTH IN THIS AGREEMENT,
THE BUYER AND CERTAIN OTHER ORGANIZATIONS AFFILIATED BY COMMON OWNERSHIP WITH
THE BUYER ARE ACQUIRING, BY WAY OF SUBLEASE OR ASSIGNMENT, THE LEASEHOLD
INTERESTS OF SELLER AND CERTAIN OTHER CORPORATIONS AFFILIATED BY COMMON
OWNERSHIP WITH THE SELLER.
SUCH LEASEHOLD INTERESTS, WHICH INCLUDE THOSE
CREATED BY THE FACILITIES LEASES, ARE HEREIN TOGETHER REFERRED TO AS THE
"OCCUPANCY LEASES".
PARENT IS OR MAY BE A GUARANTOR OR OTHERWISE OBLIGATED FOR
THE PERFORMANCE BY THE TENANT OR LESSEE NAMED IN THE OCCUPANCY LEASES, WHICH
TENANT OR LESSEE WILL INCLUDE THE BUYER OR ITS AFFILIATES FROM AND AFTER THE
EFFECTIVE DATE, AND PARENT MAY NOT BE PERMITTED TO MODIFY OR CANCEL ITS GUARANTY
OF THE OCCUPANCY LEASES IN CONNECTION WITH THE ASSIGNMENTS OF THE OCCUPANCY
LEASES.
ACCORDINGLY, PARENT MAY REMAIN LIABLE ON THE OCCUPANCY LEASES IN THE
EVENT BUYER IS UNABLE TO PERFORM THEREUNDER AS REQUIRED IN THE ASSIGNMENT OF
LEASE OR SUBLEASE.
IN CONSIDERATION OF THE TRANSFERS CONTEMPLATED IN THIS
AGREEMENT AND THE ASSIGNMENT (OR SUBLETTING) OF THE OCCUPANCY LEASES, THE OWNERS
AGREE TO AND DO HEREBY JOINTLY AND SEVERALLY INDEMNITY AND AGREE TO HOLD PARENT
HARMLESS OF AND FROM ANY CLAIMS MADE BY THE LANDLORDS NAMED IN THE OCCUPANCY
LEASES BASED ON A BREACH BY BUYER (OR ANY AFFILIATED ENTITY OF THE BUYER) OF ANY
SUCH OCCUPANCY LEASE; PROVIDED, HOWEVER, 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