DATE THAT THE
ACCOUNTING EMPLOYEES VACATE THE LEASED PREMISES (THE "EXPIRATION DATE"), NEITHER
BUYER NOR CLEVELAND BUYER SHALL BE LIABLE FOR ANY MONTHLY FEES, UNDER THEIR
FRANCHISE AGREEMENTS OR OTHERWISE, FOR THE USE OF SELLER'S ASP OR CENTER
MANAGEMENT SYSTEM ("CMS"), PROVIDED THAT BUYER AND CLEVELAND BUYER SHALL HAVE
TRANSITIONED TO A LOCAL MODEL CMS BY SUCH EXPIRATION DATE.
SUBSEQUENT TO THE
EXPIRATION DATE, BUYER AND CLEVELAND BUYER SHALL BE LIABLE FOR SELLER'S STANDARD
LOCAL CMS FEES.
SELLER FURTHER AGREES THAT SELLER WILL PROVIDE, OR CAUSE TO BE
PROVIDED TO BUYER AND CLEVELAND BUYER, AT SELLER'S SOLE EXPENSE, ALL USER
LICENSES, SOFTWARE AND ASSOCIATED DATA NECESSARY FOR BUYER AND CLEVELAND BUYER
TO TRANSITION FROM SELLER'S ASP SYSTEM AND HAVE CMS FOR THEIR CHICAGO AND
CLEVELAND TERRITORIES INSTALLED AT BUYER'S OR ITS AFFILIATE'S FACILITY IN
LIVONIA, MICHIGAN.
(C)
SELLER AGREES TO RENT FIVE (5) CLASSROOMS TO BUYER AT THE
FACILITIES LEASED TO SELLER UNDER ITS OCCUPANCY LEASE COVERING THE LEASED
PREMISES AT 2 NORTH LASALLE, SEVENTH FLOOR, CHICAGO, ILLINOIS (THE "LASALLE
LEASE") AT A RATE OF $2,338 PER WEEK FOR A PERIOD TO BE DESIGNATED BY BUYER OF
UP TO FOUR (4) WEEKS.
IF THE LANDLORD UNDER THE LASALLE LEASE ELECTS TO TAKE
BACK THE LEASED PREMISES PRIOR TO THE EXPIRATION OF THE ROOM RENTAL, THE ROOM
RENTAL CONTEMPLATED HEREBY SHALL TERMINATE.
THE ROOM RENTAL SHALL TERMINATE NOT
LATER THAN THE DATE THAT SELLER MUST SURRENDER POSSESSION OF THE LEASED PREMISES
UNDER THE LASALLE LEASE TO THE LANDLORD.
SELLER SHALL GIVE THE LANDLORD WRITTEN
NOTICE OF ITS INTENTION TO ASSIGN THE LASALLE LEASE TO BUYER AS SOON AS
PRACTICABLE FOLLOWING THE EFFECTIVE DATE.
IF THE LANDLORD CONSENTS TO THE
ASSIGNMENT WITHIN THIRTY (30) DAYS FOLLOWING THE EFFECTIVE DATE, SELLER SHALL
ASSIGN AND BUYER SHALL ASSUME THE LASALLE LEASE ON SUBSTANTIALLY THE SAME TERMS
AND THE PARTIES ASSIGNED AND ASSUMED THE BRYN MAWR LEASE.
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(D)
WITHIN ONE (1) YEAR FOLLOWING THE EFFECTIVE DATE, BUYER SHALL
ASSIGN TO SELLER ITS SECURITY DEPOSIT UNDER THE FACILITIES LEASE, AND BUYER,
CONCURRENTLY THEREWITH, SHALL PAY TO SELLER THE VALUE OF THE SECURITY DEPOSIT SO
ASSIGNED.
SECTION 6
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT.
SELLER AND PARENT JOINTLY AND SEVERALLY REPRESENT AND WARRANT TO BUYER AS
FOLLOWS:
6.1
ORGANIZATION AND EXISTENCE.
SELLER AND PARENT ARE DELAWARE
CORPORATIONS, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE AND EACH HAS ALL NECESSARY CORPORATE POWER TO OWN
ITS ASSETS (INCLUDING THE PURCHASED ASSETS) AND TO OPERATE ITS BUSINESS
(INCLUDING THE BUSINESS) AS NOW OWNED AND OPERATED BY THEM.
SELLER IS DULY
QUALIFIED AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF ILLINOIS AND IN
ANY OTHER JURISDICTION WHEREIN THE NATURE OF THE ACTIVITIES CONDUCTED OR THE
CHARACTER OF THE ASSETS OWNED REQUIRE SUCH QUALIFICATION OR LICENSING, AND WHERE
A FAILURE TO BE SO QUALIFIED OR LICENSED WOULD ADVERSELY AFFECT (I) THE VALUE OF
THE PURCHASED ASSETS, OR (II) THE AMOUNT OF THE ASSUMED LIABILITIES.
NEITHER
SELLER NOR