INSTRUMENT OF CONVEYANCE PROVIDED FOR HEREIN HAS BEEN TAKEN; AND (II) THAT ALL
SUCH ACTION SO TAKEN REMAINS IN EFFECT WITHOUT MODIFICATION OR REVOCATION.
THERE SHALL BE OR IS ATTACHED TO SUCH CERTIFICATE A TRUE AND COMPLETE COPY OF
THE RESOLUTIONS ADOPTED BY SELLER'S AND PARENT'S GOVERNING BODIES WHICH ARE
REQUIRED IN ORDER TO EFFECTUATE SUCH ACTIONS.
(F)
SELLER'S NAME.
SELLER AGREES TO AND SHALL
PERMIT BUYER TO USE THE NAME "NEW HORIZONS COMPUTER LEARNING CENTER OF MEMPHIS"
AS A FICTITIOUS BUSINESS NAME FOR SO LONG AS THE FRANCHISE AGREEMENT REMAINS IN
EFFECT AND, IN THAT REGARD, SHALL (I) FROM TIME TO TIME AT OR AFTER THE CLOSING,
EXECUTE SUCH DOCUMENTS AND TAKE SUCH ACTIONS AS ARE REASONABLY REQUESTED BY
BUYER TO EFFECTUATE SUCH RESULT AND (II) REFRAIN FROM USING OR PERMITTING OTHERS
TO USE SUCH NAME OR ANY NAME SIMILAR THERETO IN THE ACTIVE CONDUCT OF BUSINESS
WHICH IS COMPETITIVE WITH THE BUSINESS OF BUYER CONDUCTED UNDER THAT NAME.
(G)
ACTS FOLLOWING CLOSING
(1)
LIEN RELEASES.
WITHIN THIRTY (30) DAYS
FOLLOWING THE EFFECTIVE DATE (OR, WHERE A LONGER PERIOD IS REQUIRED FOR REASONS
BEYOND THE CONTROL OF THE SELLER OR PARENT, THEN UP TO SIXTY (60) DAYS FOLLOWING
THE EFFECTIVE DATE), THE SELLER SHALL HAVE CAUSED ANY LIENS (EXCLUDING THE
PERMITTED LIENS) OF RECORD EXISTING IN RESPECT TO ANY OF THE PURCHASED ASSETS TO
BE TERMINATED OR OTHERWISE RELEASED.
(2)
SUPPLEMENTAL SCHEDULES.
BECAUSE OF THE
DELAY CUSTOMARILY OCCURRING IN THE POSTING OF CERTAIN ITEMS TO THE BOOKS AND
RECORDS OF SELLER, CERTAIN OF THE SCHEDULES PROVIDED HEREWITH BY SELLER REFLECT
INFORMATION EXISTING AS OF MARCH 31, 2006 OR A LATER DATE, BUT ARE INCOMPLETE AS
OF THE EFFECTIVE DATE.
THEREFORE, WITHIN THIRTY (30) DAYS FOLLOWING THE
EFFECTIVE DATE, SELLER SHALL DELIVER TO BUYER A SCHEDULE (THE "SUPPLEMENTAL
SCHEDULE") UPDATING THE LISTINGS, DOCUMENTS AND MATERIALS PROVIDED FOR IN EACH
OF (A) SCHEDULE 1.1(E) PERTAINING TO RECEIVABLES, AND (B) SCHEDULE 2.2(A)(1)
PERTAINING TO ASSUMED BALANCE SHEET LIABILITIES.
(3)
DELIVERIES REGARDING RECEIVABLES.
FROM
TIME TO TIME AT THE REQUEST OF BUYER, SELLER WILL PROVIDE BUYER WITH SUCH
ASSISTANCE AS BUYER SHALL REASONABLY REQUEST IN ORDER TO ENABLE BUYER TO ENJOY
THE BENEFITS INTENDED TO BE CONVEYED WITH REGARD TO THE RECEIVABLES (BUT NO SUCH
REQUEST SHALL REQUIRE THE EXPENDITURE OF FUNDS BY, OR REQUIRE ANYTHING
8
OTHER THAN TELEPHONE CONSULTATIONS OR EXECUTION OF LETTERS OR OTHER WRITTEN
COMMUNICATIONS TO CUSTOMERS OF SELLER OR ISSUERS OF CREDIT CARDS HONORED BY
SELLER IN RESPECT TO THE RECEIVABLES).
3.3
ACTS OF BUYER AND OWNERS.
AT THE CLOSING
(OR, AS TO PAYMENTS PROVIDED FOR IN CLAUSE (A) BELOW, ON THE EFFECTIVE DATE),
BUYER AND OWNERS, OR WHICHEVER THEREOF IS REQUIRED BY THE CIRCUMSTANCES, WILL
EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED, OR HAS EXECUTED AND
DELIVERED OR CAUSED TO BE EXECUTED AND DELIVERED, TO SELLER AND PARENT, OR
WHICHEVER THEREOF SHALL BE REQUIRED BY THE CIRCUMSTANCES, SUCH CERTIFICATES,
INSTRUMENTS AND DOCUMENTS AS ARE REQUIRED BY THIS AGREEMENT OR AS ARE REQUIRED
TO