REQUIRED TO
AUTHORIZE AND DIRECT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND ANY
OTHER AGREEMENT OR INSTRUMENT OF CONVEYANCE PROVIDED FOR HEREIN HAS BEEN TAKEN;
AND THAT ALL SUCH ACTION SO TAKEN REMAINS IN EFFECT WITHOUT MODIFICATION OR
REVOCATION.
THERE SHALL BE ATTACHED TO SUCH CERTIFICATE A TRUE AND COMPLETE
COPY OF THE RESOLUTIONS ADOPTED BY THE SOLE SHAREHOLDER OF BUYER AUTHORIZING
SUCH ACTIONS.
3.4
PRORATIONS AT CLOSING.
ANY AND ALL REAL PROPERTY TAXES, PERSONAL
PROPERTY TAXES, ASSESSMENTS, LEASE RENTALS, AND OTHER CHARGES APPLICABLE TO THE
LEASED PREMISES, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES WILL BE
PRORATED TO THE EFFECTIVE DATE, AND SUCH TAXES AND OTHER CHARGES SHALL BE
ALLOCATED BETWEEN THE PARTIES BY ADJUSTMENT AT THE CLOSING, OR AS SOON
THEREAFTER AS THE PARTIES MAY AGREE.
3.5
OTHER AGREEMENTS.
IN ADDITION TO THE 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.
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 STANDARD TEN (10) YEAR
FRANCHISE AGREEMENT (THE "FRANCHISE AGREEMENT").
9
(C)
CONSENTS AND APPROVALS.
ALL CONSENTS, APPROVALS OR AUTHORIZATIONS
OF ANY GOVERNMENTAL AGENCY (INCLUDING THE CALIFORNIA BUREAU FOR PRIVATE
POSTSECONDARY AND VOCATIONAL EDUCATION ("BPPVE")), THE LANDLORD NAMED IN EACH
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 BUYER AND SHALL BE IN FULL FORCE AND EFFECT; AND
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.
Section 4
ADDITIONAL COVENANTS AND AGREEMENTS
4.1
INDEMNITY OF OWNER REGARDING GUARANTEE OF EACH FACILITIES LEASE.
TOGETHER WITH THE REQUIREMENTS SET FORTH IN THIS AGREEMENT, THE BUYER IS
ACQUIRING, BY WAY OF ASSIGNMENT OF EACH FACILITIES LEASE, THE LEASEHOLD
INTERESTS OF SELLER AND CERTAIN OTHER CORPORATIONS AFFILIATED BY COMMON
OWNERSHIP WITH THE SELLER.
PARENT IS OR MAY BE A GUARANTOR OR OTHERWISE
OBLIGATED FOR THE PERFORMANCE BY THE TENANT OR LESSEE NAMED IN EACH FACILITIES
LEASE, 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 FACILITIES LEASE IN CONNECTION WITH THE ITS ASSIGNMENT.
ACCORDINGLY, PARENT MAY REMAIN LIABLE ON THE FACILITIES LEASE IN THE EVENT BUYER
IS UNABLE TO PERFORM THEREUNDER AS REQUIRED IN THE ASSIGNMENT OF LEASE (OR IN
ANY SUBLEASE EXECUTED IN LIEU OF