OR CAUSE THEIR AFFILIATES NAMED THEREIN
TO EXECUTE, THE FOLLOWING SEPARATE AGREEMENTS:
(A)
EMPLOYMENT ARRANGEMENTS.
ON THE CLOSING DATE
BUT AS OF THE EFFECTIVE DATE, SELLER SHALL TERMINATE THE EXISTING EMPLOYEES OF
THE BUSINESS AND BUYER SHALL OFFER EMPLOYMENT AND BENEFITS (INCLUDING HEALTH
INSURANCE) TO THOSE EMPLOYEES WHO BUYER WISHES TO EMPLOY, ALL AT BUYER'S SOLE
COST AND EXPENSE.
(B)
FRANCHISE AGREEMENT.
BUYER AND NEW HORIZONS
FRANCHISING GROUP, INC., AN AFFILIATE OF SELLER AND WHOLLY-OWNED DIRECT OR
INDIRECT SUBSIDIARY OF PARENT, AS FRANCHISOR (THE "FRANCHISOR"), SHALL EXECUTE A
TEN (10) YEAR FRANCHISE AGREEMENT (THE "FRANCHISE AGREEMENT").
(C)
CONSENTS AND APPROVALS.
ALL CONSENTS,
APPROVALS OR AUTHORIZATIONS OF ANY GOVERNMENTAL AGENCY (INCLUDING THE TENNESSEE
HIGHER EDUCATION COMMISSION ("THEC")), THE LANDLORD NAMED IN THE FACILITIES
LEASE AND ANY OTHER PERSON WHOSE APPROVAL IS REQUIRED TO ASSIGN TO THE 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 3.3(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
EXPEDITIOUSLY TAKE SUCH ACTIONS AS ARE REQUIRED TO OBTAIN THE APPROVAL OF THEC
TO THE TRANSFER OF SELLER'S APPLICABLE LICENSES OR, IF SUCH IS NOT ASSIGNABLE,
TO INITIATE AND DILIGENTLY UNDERTAKE TO OBTAIN SUCH THEC APPROVAL AS MAY BE
REQUIRED.
BUYER AGREES TO PROVIDE ALL REASONABLY REQUIRED INFORMATION TO THEC
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 LEASE.
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 LEASE,
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 IN ANY SUBLEASE EXECUTED
IN LIEU OF AN ASSIGNMENT OF LEASE).
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