COMPUTER TRAINING KITS AND MANUALS, CATALOGS, ADVERTISING
COPY AND OTHER PROPERTIES OF A SIMILAR TYPE USED OR HELD FOR USE IN THE CONDUCT
OF THE BUSINESS ("INVENTORY" AND, TOGETHER WITH THE VEHICLES AND EQUIPMENT,
WHETHER OWNED OR LEASED, THE "TANGIBLE PERSONAL PROPERTY"), A LISTING OF ALL OF
WHICH IS INCLUDED AT SCHEDULE 2.1(B) ATTACHED HERETO (WHICH SCHEDULE INDICATES
WHETHER THE VEHICLES AND EQUIPMENT ARE OWNED OR LEASED AND, IF LEASED, INCLUDES
A TRUE AND COMPLETE COPY OF THE LEASE OR OTHER AGREEMENT(S) GOVERNING THE SAME,
AS AMENDED TO DATE);
7
(C)
ALL OF SELLER'S (U) TELEPHONE AND FACSIMILE NUMBERS, POST OFFICE
BOXES, E-MAIL ADDRESSES, WEBSITES, INTERNET DOMAIN NAMES, TRADE NAMES AND
ASSUMED NAMES RELATING TO THE BUSINESS, (V) PERMITS AND OTHER GOVERNMENTAL
AUTHORIZATIONS PERTAINING TO THE BUSINESS ("GOVERNMENTAL PERMITS"), TO THE
EXTENT SUCH AUTHORIZATIONS MAY LEGALLY BE ASSIGNED, (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, BUT (I) SUCH SHALL EXCLUDE SECURITY DEPOSITS UNDER ANY LEASE OR
AGREEMENT NOT COMPRISING A PART OF THE ASSIGNED CONTRACTS AND SHALL ALSO EXCLUDE
THE CERTIFICATE OF DEPOSIT IN FAVOR OF ISBE FOR $198,000 WHICH RELATES TO
SELLER'S CONSUMER BUSINESS, AND (II) SHALL EXCLUDE THE SECURITY DEPOSIT
MADE
UNDER THE FACILITIES LEASE, (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 2.1(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 4.5(B)), A
LISTING OF ALL OF SUCH SOFTWARE BEING INCLUDED AT SCHEDULE 2.1(D) ATTACHED
HERETO (AND, AS TO EACH, IDENTIFYING WHETHER SUCH IS OWNED BY SELLER OR LICENSED
FOR USE BY SELLER AND, IF LICENSED, INCLUDES A TRUE AND COMPLETE COPY OF THE
LICENSE AGREEMENT OR OTHER AGREEMENT(S) GOVERNING THE SAME, AS AMENDED TO DATE,
AND ALL OF SELLER'S RIGHTS IN AND TO ALL OTHER INTELLECTUAL PROPERTY USED IN
CONNECTION WITH THE BUSINESS (EXCEPT FOR SUCH INTELLECTUAL PROPERTY AS IS
LICENSED TO BUYER PURSUANT TO THE FRANCHISE AGREEMENT);
(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 2.1(E) ATTACHED HERETO;
(F)
EXCEPT AS PROVIDED IN SECTION 2.2(E), ALL RIGHTS OF SELLER UNDER
ANY CONTRACTS WHICH RELATE TO OR ARISE FROM THE OPERATION OF THE BUSINESS AND
ARE ACCEPTED IN WRITING BY BUYER ("ASSIGNED