THE BUSINESS ("INVENTORY"
AND, TOGETHER WITH THE VEHICLES AND EQUIPMENT, THE "TANGIBLE PERSONAL
PROPERTY"), A LISTING OF ALL OF WHICH IS INCLUDED AT SCHEDULE 1.1(B) ATTACHED
HERETO;
(C)
ALL OF SELLER'S (U) TELEPHONE AND FACSIMILE
NUMBERS, (V) PERMITS AND OTHER GOVERNMENTAL AUTHORIZATIONS PERTAINING TO THE
BUSINESS, TO THE EXTENT SUCH AUTHORIZATIONS MAY LEGALLY BE ASSIGNED
("GOVERNMENTAL PERMITS"), (W) GOODWILL WITH CUSTOMERS, VENDORS OR PROSPECTIVE
CUSTOMERS, AND ALL CUSTOMER LISTS, RELATING TO THE CONDUCT OF THE BUSINESS
("GOODWILL"), (X) SECURITY OR SIMILAR DEPOSITS RELATING TO THE BUSINESS
("DEPOSITS"), (Y) PREPAID ADVERTISING (INCLUSIVE OF YELLOW PAGE ADVERTISING),
PREPAID EXPENSES AND OTHER PREPAYMENTS RELATING TO THE CONDUCT OF THE BUSINESS
("PREPAYMENTS"), AND (Z) ALL OTHER INTANGIBLE ASSETS RELATING TO THE BUSINESS OR
ANY OF THE PURCHASED ASSETS (THE FOREGOING BEING COLLECTIVELY CALLED THE
"INTANGIBLE PERSONAL PROPERTY"), A LISTING OF ALL OF WHICH IS INCLUDED AT
SCHEDULE 1.1(C) ATTACHED HERETO;
(D)
ALL OF SELLER'S SOFTWARE (INCLUDING RIGHTS
UNDER SELLER'S SOFTWARE LICENSES), INCLUDING SAGE ACCOUNTING SOFTWARE, AND OTHER
SOFTWARE USED IN THE CONDUCT OF THE BUSINESS ("SOFTWARE"), BUT EXCLUDING THE CMS
SOFTWARE OTHERWISE PROVIDED FOR IN THE FRANCHISE AGREEMENT (AS DEFINED IN
SECTION 3.5(B)), A LISTING OF THE SOFTWARE BEING INCLUDED AT SCHEDULE 1.1(D)
ATTACHED HERETO;
(E)
ALL OF SELLER'S ACCOUNTS AND NOTES
RECEIVABLE, AND OTHER RIGHTS TO RECEIVE PAYMENT, FROM CUSTOMERS, EMPLOYEES OR
OTHERS ARISING FROM THE CONDUCT OF THE BUSINESS ("RECEIVABLES"), A LISTING OF
ALL OF WHICH (SHOWING, AS TO EACH, THE NAME OF THE ACCOUNT DEBTOR, THE AMOUNT
OWED AND AN AGING SCHEDULE THEREOF) IS INCLUDED AT SCHEDULE 1.1(E) ATTACHED
HERETO;
(F)
ALL RIGHTS OF SELLER UNDER ANY AGREEMENTS OR
CONTRACTS ("ASSIGNED CONTRACTS") WHICH (I) WERE ENTERED INTO IN THE ORDINARY
COURSE OF THE BUSINESS BY SELLER (EXCLUDING THOSE ENTERED INTO WITH RESPECT TO
EMPLOYMENT OF ANY PERSON, INSURANCE AGREEMENTS AND OTHER AGREEMENTS OF A NATURE
AND CHARACTER AS RELATE EXCLUSIVELY TO ANY OF THE RETAINED ASSETS OR RETAINED
LIABILITIES), (II) WERE ENTERED INTO IN THE ORDINARY COURSE OF THE BUSINESS WITH
CUSTOMERS OR PROSPECTIVE CUSTOMERS WHICH BENEFIT THE BUSINESS FROM AND AFTER THE
EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, COMPUTER TRAINING CENTER
AGREEMENTS, RIGHTS TO RECEIVE PAYMENT FROM CUSTOMERS FOR SERVICES TO BE
PERFORMED AND INVOICED AFTER THE EFFECTIVE DATE, RIGHTS TO PAYMENT WITH REGARD
TO COUPON SALES AND REDEMPTIONS, PC CLUB SALES, CORPORATE TECHNICAL CLUB SALES
OR APPLICATIONS, AND FUTURE TRAINING CLASSES ("CUSTOMER CONTRACTS"), AND (III)
AT THE ELECTION OF BUYER (WHICH BUYER MAY MAKE BY DELIVERY OF A WRITING TO
PARENT AT ANY TIME BEFORE OR AFTER THE EFFECTIVE DATE), ANY AGREEMENTS ENTERED
INTO BY PARENT FOR THE BENEFIT OF THE
2
BUSINESS CONSISTENT WITH PRACTICES EMPLOYED IN THE OPERATIONS OF OTHER
AFFILIATES OF THE PARENT CONDUCTING BUSINESSES SIMILAR TO THE BUSINESS; AND
(G)
SELLER'S BOOK AND RECORDS, BOOKS OF ACCOUNT,
FILES, INVOICES, ACCOUNTING RECORDS, AND CORRESPONDENCE RELATING TO ANY OF THE
FOREGOING ("RECORDS").
1.2
RETAINED ASSETS.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 1.1, THE PURCHASED ASSETS SHALL NOT INCLUDE ANY OF THE
FOLLOWING (THE "RETAINED ASSETS"):
(A)