AND INTEREST OF SELLER ARISING UNDER, PROVIDED FOR IN, OR GOVERNED BY THE
FACILITIES LEASE (INCLUDED HEREWITH AT EXHIBIT B); AND, THEREWITH, SELLER SHALL
DELIVER A WRITING SIGNED BY THE LANDLORD NAMED IN THE FACILITIES LEASE OR OTHER
PERSON WHOSE APPROVAL OR CONSENT IS REQUIRED IN CONNECTION THEREWITH SETTING
FORTH SUCH PERSON'S CONSENT TO SAID ASSIGNMENT AND CERTIFYING TO BUYER THAT THE
LEASE ATTACHED TO THE CONSENT IS A TRUE AND COMPLETE COPY OF THE LEASE AS
AMENDED TO DATE, THAT THERE IS NO DEFAULT EXISTING UNDER THE LEASE AND THERE IS
NO FACT, CIRCUMSTANCE OR CONDITION KNOWN TO SUCH
15
PERSON THAT WOULD, WITH OR WITHOUT THE GIVING OF NOTICE, THE LAPSE OF TIME, OR
BOTH, CONSTITUTE A BREACH OR DEFAULT UNDER THE LEASE, AND CERTIFYING AS TO THE
AMOUNT OF THE CURRENT MONTHLY RENT AND OF THE SECURITY DEPOSIT, IF ANY;
(3)
A BILL OF SALE ("BILL OF SALE") IN FORM AND CONTENT SUBSTANTIALLY
AS SHOWN ON EXHIBIT C ATTACHED HERETO AND CONVEYING TO BUYER ALL OF THE
PURCHASED ASSETS (OTHER THAN AS PROVIDED FOR IN THE ASSIGNMENT AND ASSUMPTION
AGREEMENT, THE ASSIGNMENT OF LEASE, OR IN ANY DOCUMENT OF TITLE PROVIDED FOR IN
SECTION 4.2(A)(4) BELOW;
(4)
AN ENDORSEMENT AND DELIVERY OF CERTIFICATES OF TITLE REQUIRED TO
EFFECTUATE THE TRANSFER TO BUYER OF ANY VEHICLES OR OTHER EQUIPMENT, AND ANY
INSTRUMENTS THE ENDORSEMENT AND DELIVERY OF WHICH IS REQUIRED TO EFFECTUATE
TRANSFER TO BUYER;
(5)
THE WRITTEN CONSENT TO ASSIGNMENT (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BUYER) OF THIRD PERSONS WHOSE APPROVAL OF ANY
CONVEYANCE CONTEMPLATED HEREIN IS REQUIRED IN ORDER TO COMPLY WITH THE
REQUIREMENTS OF ANY AGREEMENT OR LEGAL REQUIREMENT BINDING ON SELLER, PARENT OR
THEIR AFFILIATES.
(6)
THE WRITTEN CONSENT OF FRANCHISOR (THE "FRANCHISOR CONSENT") TO
BUYER'S AND ITS AFFILIATES' RIGHT TO SETOFF OR RECOUP THE AMOUNT OF ANY OF
SELLER'S AND/OR PARENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2 HEREOF
AGAINST ANY PAYMENTS THAT BECOME DUE UNDER THEIR RESPECTIVE FRANCHISE AGREEMENTS
WITH FRANCHISOR, DATED THE EFFECTIVE DATE, IN FORM AND CONTENT SUBSTANTIALLY AS
SHOWN ON EXHIBIT D ATTACHED HERETO.
(7)
AN EXECUTED OHIO FORM 590 (CONSENT FOR USE OF SIMILAR NAME) BY
WHICH SELLER CONSENTS TO THE USE BY BUYER OF THE NAME "NEW HORIZONS COMPUTER
LEARNING CENTER OF CLEVELAND" FOR THE TRANSACTION OF BUSINESS IN THE STATE OF
OHIO.
(8)
CONSENTS TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
DISCHARGE(S) OF ALL LIENS ON ANY OF THE PURCHASED ASSETS BY EACH OF THE SENIOR
LENDERS TO SELLER; AND
(9)
ANY OTHER DOCUMENTS AND INSTRUMENTS REQUIRED BY THIS AGREEMENT OR
REASONABLY REQUESTED BY BUYER TO EFFECT OR EVIDENCE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(B)
DELIVERY OF POSSESSION.
SELLER HAS DELIVERED OR WILL DELIVER TO
BUYER, OR CAUSE TO BE DELIVERED TO BUYER, PHYSICAL POSSESSION OF ALL RECORDS,
THE ORIGINALS OF ALL ASSIGNED CONTRACTS, AND OTHER TANGIBLE PROPERTIES
COMPRISING ANY PART OF THE PURCHASED ASSETS, AND ALL KEYS, COMBINATIONS AND
OTHER MECHANISMS FOR CONTROLLING ACCESS TO THE LEASED PREMISES AND TO ANY LOCK