Exhibit 10.40
AMENDMENT TO PURCHASE AND SALE AGREEMENT
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This is an Amendment to that "Purchase and Sale Agreement," ("Agreement")
between NOBEL LEARNING COMMUNITIES, INC., a Delaware corporation ("Seller"), and
PARTNERSHIP WITH PARENTS, INC., an Arizona not for profit corporation ("Buyer"),
as previously amended. In compliance with Paragraph 14.10 with respect to
"Amendments" of said Agreement, for good and valuable consideration, including
the covenants and premises set forth herein, the receipt of which is hereby
acknowledged, the parties hereto hereby agree to amend the Agreement as follows:
1. The following Section 12.4 is hereby added to Section 12:
12.4 Buyer and Seller agree that, if the first tuition earned for
reimbursements, including Proposition 301 earned payments, for the 2003-2004
school year ("Reimbursements") from the State of Arizona ("State") are released
prior to the Closing date under this Agreement, then such Reimbursements shall
be prorated as of the date of Closing and shown on the closing statement, with a
debit to the party to whom the State has made the payment of the Reimbursements.
The portion of the Reimbursements attributable to those days up to and including
the date of Closing, during which Seller owned the Property, shall belong to the
Seller ("Seller's Share"). The balance of the Reimbursements shall belong to the
Buyer ("Buyer's Share"). The calculation of the Reimbursements is set forth on
Exhibit "A" attached hereto and made a part hereof. If the State does not
release the Reimbursements until after the date of Closing hereunder, then the
parties agree that the party who receives the Reimbursements from the State will
immediately and without the necessity of further demand by the other party,
remit to the other party its respective share, i.e. Buyer's Share or Seller's
Share as the case may be, together with written evidence from the State of the
total amounts paid and indicating what months are covered by such
Reimbursements. A party's failure to perform its obligations hereunder shall
survive the Closing and shall entitle the other party to take all necessary
legal or equitable action to collect its respective share of the Reimbursements.
2. Except as modified herein, the Agreement remains unmodified and in full
force and effect. Capitalized terms used, but not otherwise defined, herein
shall have the same meanings as set forth in the Agreement.
IN WITNESS WHEREOF, Seller and Buyer have caused this instrument to be executed
in a manner and form sufficient to bind them effective the 13th day of August,
2003.
[SIGNATURES ON NEXT PAGE]
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Signed, sealed and delivered In the
Presence of:
SELLER:
NOBEL LEARNING COMMUNITIES, INC. a
Delaware corporation
/s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
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Attest/Witness
Name: Xxxx X. Xxxxx
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Xxxxx Xxxxxx Title: Vice Chairman
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Printed Name of Witness
BUYER:
PARTNERSHIP WITH PARENTS, INC., an
Arizona not for profit corporation
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
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Attest/Witness
Title: President and CEO
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Printed Name of Witness
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Exhibit A to Amendment to Purchase and Sale Agreement
The purpose of this Exhibit A is to define the terms under which Nobel Learning
Communities and Partnership with Parents will divide revenues and expenses for
the Fiscal Year 2003-04.
Nobel Learning Communities shall be reimbursed $28.91 per day per student in
grades 1 through 8 in attendance for all school days up to the day prior to sale
closure day. Nobel Learning Community shall be reimbursed $14. 46 per
kindergarten student per day of attendance for all school days up to the day
prior to sale closure day.
Nobel Learning Communities shall reimburse Partnership with Parents the prorata
share of all prepaid tuition for preschool attendance.
Nobel Learning Communities shall be reimbursed for all cash outlays for prepaid
expenses directly attributable to school operations. An example is the purchase
of workbooks will be used for the entire school year.
Partnership with Parents shall be reimbursed for all accrued expenses not yet
paid by Nobel Learning Communities. An example is payroll expense up to the day
prior to sale closure.
Nobel Learning Communities shall be reimbursed for all 2003-2004 proposition 301
expenses incurred during the school year. Start of school year cost includes 3
days of teacher training which is due to be paid out of part III of the
2003-2004 proposition 301 funds. The start of school year cost includes 3 days
of teacher salary cost, teacher training cost of $2,700 and parent meeting cost
of $600. In addition, Nobel Learning Communities is entitled to any funds
received by Partnership with Parents related to the operation of the 2002-2003
school year or prior school years.
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