Common use of POST-CLOSING AGREEMENTS/FURTHER ASSURANCES Clause in Contracts

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller and Principals shall indemnify and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assets. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintained; (b) Buyer and New Horizons shall deliver to the Principals within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof. 9.6 Seller and the Principals agree that, except for a transfer of the New Horizons Stock by Seller to any Principal, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. 9.7 New Horizons hereby guarantees the performance of Buyer's obligations to pay Seller pursuant to Section 3.2 or Section 3.3. 9.8 Seller and the Principals agree that on or before August 1, 2001, Buyer will be required to convert the accounting system of the Atlanta Business to ACUITY. 9.9 Although Buyer retains the right and authority to discharge and determine the compensation of any employee of the Atlanta Business, neither Buyer nor New Horizons shall, during the Earn-Out Period, transfer or relocate to other operations of New Horizons, any individuals employed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out Period.

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree agrees to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; , PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller and Principals shall indemnify and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assets. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals Members shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintained; (b) Buyer and New Horizons shall deliver to the Principals Members within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof; and (c) All transactions between or among Buyer and any of Buyer's affiliates shall be on terms and conditions no less favorable to Buyer than those available through comparable transactions with third parties. 9.6 Seller and the Principals Members agree that, except for a transfer of the New Horizons Stock by Seller to any Principalthe Members, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. 9.7 New Horizons hereby guarantees the performance of Buyer's obligations Buyer acknowledges that a substantial inducement to pay Seller pursuant to Section 3.2 or Section 3.3. 9.8 Seller and the Principals agree that on or before August 1, 2001, Members is the undertaking of Buyer will be required to convert retain the accounting system services of the Atlanta Business to ACUITY. 9.9 Although Buyer retains the right Members for and authority to discharge and determine the compensation of any employee of the Atlanta Business, neither Buyer nor New Horizons shall, during the Earn-Out Period, transfer or relocate to other operations of New Horizons, any individuals employed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out Period.the

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree agrees to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; , PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New HorizonsNHCLC, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller Buyer warrants and Principals agrees that all operations shall indemnify be in compliance with all applicable laws, regulations and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assetsordinances. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals Shareholder shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintainedmaintained in a manner consistent with the New Horizons Methodology described on SCHEDULE 3.2(a)(II); (b) Buyer and New Horizons shall deliver to the Principals Shareholder within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' Buyer's year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof; and (c) All transactions between or among Buyer and any of Buyer's affiliates shall be on terms and conditions no less favorable to Buyer than those available through comparable transactions with third parties. 9.6 Seller and Shareholder and/or NTC shall maintain the Principals agree that"tracker" database for as long as requested by Buyer; PROVIDED, except such period does not exceed two (2) years from the Closing Date. Shareholder and/or NTC shall be paid an aggregate of seventy-five dollars ($75.00) per hour for a transfer maintenance of the New Horizons Stock database by Seller to any Principal, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the ClosingBuyer. 9.7 New Horizons On or before May 1, 1999, Seller and/or Shareholder, at its and/or his sole cost and expense, shall cause Seller to obtain and assign to Buyer any and all software licenses necessary to operate the Business such that the items disclosed on SCHEDULE 4.19 are not continuing violations of any software license agreements. 9.8 NHCLC hereby guarantees the performance of Buyer's obligations under this Agreement, including, but not limited to, the making any required payments to pay Seller pursuant to Section 3.2 or 3.2(c) and Section 3.3. 9.8 Seller and the Principals agree that on or before August 1, 2001, Buyer will be required to convert the accounting system of the Atlanta Business to ACUITY. 9.9 Although Buyer retains the right and authority to discharge and determine the compensation of any employee of the Atlanta Business, neither Buyer nor New Horizons shall, during the Earn-Out Period, transfer or relocate to other operations of New Horizons, any individuals employed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes 3.3 of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out PeriodAgreement.

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree agrees to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; , PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller and Principals shall indemnify and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assets. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals Shareholder shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintained; (b) Buyer and New Horizons shall deliver to the Principals Shareholder within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof; and (c) All transactions between or among Buyer and any of Buyer's affiliates shall be on terms and conditions no less favorable to Buyer than those available through comparable transactions with third parties. 9.6 Seller and the Principals Shareholder agree that, except for a transfer of the New Horizons Stock by Seller to any Principalthe Shareholder, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. 9.7 New Horizons hereby guarantees the performance of Buyer's obligations Buyer acknowledges that a substantial inducement to pay Seller pursuant to Section 3.2 or Section 3.3. 9.8 Seller and the Principals Shareholder is the undertaking of Buyer to retain the services of the Shareholder for and during the period of the Earn-Out as set forth in Section 3.3 of this Agreement. The purpose hereof is to give Seller and the Shareholder assurance that decisions affecting the Business, as conducted by Buyer, will, to the extent practicable and otherwise compatible with Buyer's and New Horizons' operations and strategic plans, be reflective of the business philosophy and judgment possessed by the Shareholder. Accordingly, while Seller and the Shareholder recognize and agree that on or before August 1, 2001Buyer possesses ultimate authority to direct the Business, Buyer agrees that it will be required direct and operate the Business with a view to convert developing a consensus with the accounting system of Shareholder on matters which materially affect the Atlanta Business to ACUITY. 9.9 Although Business, its earnings and prospects. While the Buyer retains the right and authority to discharge and determine the regulate compensation of any employee of the Atlanta Businessemployees who are not covered by employment agreements, neither Buyer nor New Horizons shall, nor shall permit any of their affiliates to, relocate to other operations conducted by such persons any of the persons employed in connection with the Business, unless the Shareholder shall approve thereof at any time during the period of the Earn-Out Period, transfer or relocate to other operations of New Horizons, any individuals employed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center as set forth in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes Section 3.3 of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out PeriodAgreement.

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree agrees to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; , PROVIDED, that such operation does not violate applicable laws Laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller and Principals shall indemnify and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assets. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals Members shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section SECTION 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintained; (b) Buyer and New Horizons shall deliver to the Principals Members within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof; (c) All transactions between or among Buyer and any of Buyer's affiliates shall be on terms and conditions no less favorable to Buyer than those available through comparable transactions with third parties; and (d) All business activities relating to the Springfield franchise forming part of the Purchased Assets shall be conducted only by Buyer until the last Earn Out Payment is paid to Sellers. 9.6 Seller and the Principals Members agree that, except for a transfer of the New Horizons Stock by Seller to any Principalthe Members, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. New Horizons agrees to provide the Seller and each Member with such information, and to make or cause to be made such filings, as may be required in order to enable such Seller or Member to dispose of the New Horizons Stock pursuant to the Rule 144 exemption promulgated pursuant to the Act. 9.7 New Horizons hereby guarantees the performance of Buyer's obligations Buyer acknowledges that a substantial inducement to pay Seller pursuant to Section 3.2 or Section 3.3. 9.8 Seller and the Principals agree that on or before August 1, 2001, Members is the undertaking of Buyer will be required to convert retain the accounting system services of the Atlanta Business to ACUITY. 9.9 Although Buyer retains Members and Willxxx X. Xxxxxxx xxx and during the right and authority to discharge and determine the compensation period of any employee of the Atlanta Business, neither Buyer nor New Horizons shall, during the Earn-Out Periodas set forth in Section 3.3 of this Agreement. The purpose hereof is to give Seller, transfer or relocate the Members and Willxxx X. Xxxxxxx xxxurance that decisions affecting the Business, as conducted by Buyer, will, to other operations of the extent practicable and otherwise compatible with Buyer's and New Horizons' operations and strategic plans, any individuals employed be reflective of the business philosophy and judgment possessed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out Period.Members and Willxxx X.

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required lien terminations, licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Atlanta Business. Seller and the Principals agree agrees to cooperate with Buyer in timely obtaining such lien terminations, licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Atlanta Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained; , PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Seller and Principals shall indemnify and hold Buyer harmless against any and all loss, damage or liability resulting from the failure of Seller and the Principals to deliver to Buyer any and all lien terminations, releases or consents (including, without limitation, releases, consents or termination statements from any of American Education Fund, L.P., First Sierra Financial, Inc., Toshiba American Information Systems, Equipment Leasing Co., First Union National Bank, Arlington Capital and Leasetech Corp. or Minolta Business Systems, so that Buyer has clear title to the Purchased Assets. 9.2 The parties hereto agree to execute and deliver to any other party any and all documents and instruments, and do and perform such acts, in addition to those expressly provided for herein, as may be necessary or appropriate to carry out or evidence the transactions contemplated by this Agreement, whether before, at or after the Closing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement will not constitute an agreement to assign any contract or claim or any right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of Buyer thereunder. Seller and the Principals Shareholder shall use their best efforts to obtain the consent of the other party to any of the foregoing contracts or claims to the assignment thereof to Buyer in all cases that such consent is required for assignment or transfer. 9.3 Buyer shall use all reasonable efforts to collect the accounts receivable included in the Purchased Assets, but Buyer shall not be required to take or threaten legal action to collect any of such receivables. 9.4 Seller shall, within fourteen (14) days after the Closing Date, provide such notices of continuation health coverage as are required to be provided to any of Seller's employees, former employees, or the beneficiaries or dependents of such employees or former employees, under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code, in such form as Seller and Buyer shall jointly prepare. 9.5 During the period commencing on the Closing Date and ending upon payment of the last Earn Out Payment contemplated by Section 3.3, Buyer covenants and agrees as follows: (a) Buyer and New Horizons shall cause separate and distinct books and records for the Atlanta Business to be maintained; (b) Buyer and New Horizons shall deliver to the Principals Shareholder within thirty (30) days of the close of each fiscal quarter of Buyer (other than that coinciding with the end of its fiscal year, in which event such statements shall be provided after the completion of New Horizons' year-end audit) copies of the balance sheet of the Atlanta Business as of that date and of the statements of income for the fiscal quarter and year-to-date then ended prepared in accordance with the provisions of Section 3.2 hereof; and (c) All transactions between or among Buyer and any of Buyer's affiliates shall be on terms and conditions no less favorable to Buyer than those available through comparable transactions with third parties. 9.6 Seller and the Principals Shareholder agree that, except for a transfer of the New Horizons Stock by Seller to any Principalthe Shareholder, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. 9.7 New Horizons hereby guarantees the performance of Buyer's obligations to pay Seller pursuant to Section 3.2 or Section 3.3. 9.8 Seller and the Principals agree that on or before August 1, 2001, Buyer will be required to convert the accounting system of the Atlanta Business to ACUITY. 9.9 Although Buyer retains the right and authority to discharge and determine the compensation of any employee of the Atlanta Business, neither Buyer nor New Horizons shall, during the Earn-Out Period, transfer or relocate to other operations of New Horizons, any individuals employed by the Atlanta Business without the prior written consent of Seller. 9.10 During the Earn-Out Period, New Horizons will not permit NHCLC to allow the opening of any franchised computer training center in the State of Georgia, without the prior written consent of Seller, which consent shall not be unreasonably withheld. For purposes of this Section 9.10, the determination as to whether Seller has unreasonably withheld its consent will primarily be based upon whether the opening of any franchised computer training center in the State of Georgia will have a material adverse effect on Buyer's EBIT during the Earn-Out Period.