TRAINING AND COURSE MATERIALS, 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
1.1(B) ATTACHED HERETO (WHICH SCHEDULE INDICATES WHETHER THE VEHICLES AND
EQUIPMENT ARE OWNED OR LEASED AND, IF LEASED, INCLUDES A FULL AND COMPLETE COPY
OF THE LEASE OR OTHER AGREEMENT(S) GOVERNING THE SAME);
(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
INCLUDING, BUT NOT LIMITED TO, THE SECURITY DEPOSITS MADE UNDER THE NEWMARKET
CENTER LEASE, BUT (I) SUCH SHALL EXCLUDE SECURITY DEPOSITS UNDER THE CISCO
EQUIPMENT LEASE AS DEFINED IN SECTION 1.2(E) OR UNDER ANY LEASE OR AGREEMENT NOT
COMPRISING A PART OF THE ASSIGNED CONTRACTS, AND (II) BUYER SHALL REPAY TO
SELLER THE SECURITY DEPOSITS RELEASED AND PAID TO BUYER, AS SAME OCCURS, UNDER
THE PERIMETER CENTER LEASE ("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 (AND, AS TO EACH, IDENTIFYING WHETHER SUCH IS OWNED BY SELLER OR
LICENSED FOR USE BY SELLER AND, IF LICENSED, THE NAME OF THE LICENSOR AND
MATERIAL TERMS GOVERNING SELLER'S RIGHT TO USE SAME IN CONNECTION WITH THE
BUSINESS);
(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
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("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)
EXCEPT AS PROVIDED IN SECTION 1.2(E), ALL
RIGHTS OF SELLER UNDER ANY AGREEMENTS OR CONTRACTS ("ASSIGNED CONTRACTS") WHICH
RELATE TO OR ARISE FROM THE OPERATION OF THE BUSINESS AND ARE ACCEPTED BY THE
BUYER, INCLUDING ANY THEREOF WITH CUSTOMERS OR PROSPECTIVE CUSTOMERS WHICH
BENEFIT THE BUSINESS FROM AND AFTER THE EFFECTIVE DATE, INCLUDING, BUT NOT
LIMITED TO, COMPUTER TRAINING CENTER AGREEMENTS AND, FURTHER, INCLUDING ALL
RIGHTS TO RECEIVE PAYMENT