Language School and Translation Business in New York

Sale of substantially all of assets of the Wall Street Languages Ltd., including all of its right, title and interest, if any, in and to the following assets associated with the Business:

• All equipment fixtures and furnishings used to provide instruction and support students, faculty and administrators at 211 E. 43rd Street, 2nd floor, New York, NY 10017;
• All outstanding and confirmed student agreements inclusive of education programs and housing for all New York, New York locations as of the Closing Date;
• All prepaid student tuition, student deposits, and housing deposits of the Seller under contracts or agreements relating to enrolled students of definition 1.a.ii for courses and instruction to be held after the Closing Date, as well as all student accounts receivable, or deposits from students received related to the same students upon the Closing Date;
• All books, records, curriculum, media, digital media, intellectual property, digital content and files, relevant to operating the Seller domestic education programs and Rennert Translation Assets;
• US title to registered or unregistered trade marks, copyrights, logos and trade names held by the seller;
• Websites including all electronic content for marketing programs, enrollment and services that support them including domains and content relevant to operating the Seller domestic education programs and Rennert Translation Assets;
• Email system to support New York staff and students;
• Local and worldwide network and database of agencies and agents including full, unlimited, unrestricted, non-exclusive and perpetual usage rights of all marketing databases and agent databases relevant to operating the Seller domestic education programs;
• Software and software licenses for multiple English learning products, office 365, and any/all software used to support New York education programs and Rennert Translation Assets and Seller business operations related to assets acquired under this Agreement relevant to operating the Seller domestic education programs and Rennert Translation Assets;
• All textbooks and learning materials used to support New York operations relevant to operating the Seller domestic education programs and Rennert Translation Assets;
• Usage rights for three years to all artwork at locations where a lease is assumed;
• Servers and computer assets to support all business systems, curriculum and websites relevant to operating the Seller domestic education programs;
• Seller’s rights under lease for 2nd floor at 211 E. 43rd Street, New York, NY. 10017 (the “Lease”); and
• Seller’s rights under leases and agreements for New York student housing to include Hillside Parsons, Dalan Management, Vanderbilt Y, 1760 Residence, and AKA United Nations Luxury Apartments (the “Apartment Leases”);
• Rennert Translation Assets and any intellectual property or general intangibles related to or used in conneciton with same;
• Seller’s account receivables for Rennert Translation Assets as of July 23, 2018, not to be less than $273,000;