Compliance with Educational Laws. (a) Since the Compliance Date, and except as set forth on Section 4.16(a) of the Disclosure Schedule, the AUC Entities and the Institution have been and are in compliance in all material respects with any and all applicable Educational Laws and Educational Approvals, including the timely submission of financial statements to U.S. DOE in accordance with 34 C.F.R. 668.23. Further, and except as set forth on Section 4.16(a) of the Disclosure Schedule, and without limiting the generality of the foregoing:
Compliance with Educational Laws. (a) Since the Compliance Date, and except as set forth on Section 3.26(a) of the Disclosure Schedule, the Company and the Institution has been and is in compliance in all material respects with any and all applicable Educational Laws.
Compliance with Educational Laws. (a) Since the Compliance Date, the Company, its Subsidiaries and the School have maintained all Educational Approvals from Educational Agencies necessary to operate the School in the manner it was or is operated, including Educational Approvals necessary to offer its educational programs on-ground or online. Except as set forth on Section 6.23(a) of the Disclosure Memorandum, neither Seller nor the School has received any written notice that the School is in material violation of any of the terms or conditions of any Educational Approval, or alleging the failure to hold or obtain any Educational Approval required by any applicable Educational Law. Section 6.23(a) of the Disclosure Memorandum sets forth a true, correct, and complete list of all currently effective Educational Approvals issued to the School.
Compliance with Educational Laws. Without limiting the generality of Section 3.07, the Borrower and its Restricted Subsidiaries are in compliance with (i) all applicable Laws the violation of which would terminate or materially impair the eligibility of the Borrower or any Restricted Subsidiary for participation, if applicable, in student financial assistance programs under Title IV, or those administered by the Department of Defense or Veteran’s Administration, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and all other consumer credit laws applicable to Borrower or any Restricted Subsidiary in connection with the advancing of credit, except for such laws and regulations the violation of which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iii) all statutory and regulatory requirements for authorization to provide post-secondary education in the jurisdictions in which its educational facilities are located or to provide distance education, except for such requirements the violation of which would not reasonably be expected to have a Material Adverse Effect, (iv) if applicable, all requirements for continuing its Accreditations, except for such requirements the violation of which would not reasonably be expected to have a Material Adverse Effect and (v) the requirement that a proprietary institution of higher education has not received more than ninety percent (90%) of its revenues from Title IV Program funds in any fiscal year, as such percentage is calculated under 34 C.F.R. §§ 668.14 and 668.28 (or any successor regulations) and the HEA, except for such requirements the violation of which would not have a Material Adverse Effect.
Compliance with Educational Laws. (a) Except as set forth on Schedule 4.8(a), the School is, and since the Compliance Date has been, in material compliance with all applicable Educational Laws. Except as set forth on Schedule 4.8(a), since the Compliance Date, the School has obtained and held all material Educational Approvals necessary to conduct its operations as then or currently conducted. Except as set forth on Schedule 4.8(a), the School is and, since the Compliance Date has been, in compliance in all material respects with the terms and conditions of all such Educational Approvals.
Compliance with Educational Laws. (a) To Buyer’s Knowledge, there exist no material facts or circumstances attributable to Buyer, or other Person that exercises substantial control (as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)) with respect to Buyer, that would, individually or in the aggregate, materially adversely affect the parties’ or the School’s ability to obtain any Educational Consent, and there are no material outstanding Governmental Orders and no material unsatisfied judgments, penalties or awards against or affecting Buyer or, to the Buyer’s Knowledge, other Person that exercises substantial control with respect to Buyer or any of their properties or assets that would materially and adversely affect the ability of Buyer to consummate the transaction contemplated hereby or perform its obligations hereunder.
Compliance with Educational Laws. To the knowledge of Buyer, neither the Buyer nor any of its affiliates or employees have been nor are the subject of any actions, suits proceedings, investigations, audits, program reviews or claims that would reasonably be expected to prevent or delay the approval of the change in ownership of any Company or School by the Department of Education or by any Education Agency in connection with any Educational Approval required for issuance of a PPPA or a Temporary PPPA. To the knowledge of Buyer, there are no circumstances involving the Buyer or its affiliates that would prevent or delay the approval of the change in ownership of any Company or School by the Department of Education or by any Education Agency in connection with any Educational Approval required for issuance of a PPPA or a Temporary PPPA as contemplated by this Agreement.
Compliance with Educational Laws. (a) The School is, and since the Compliance Date has been, in compliance in all material respects with all applicable Educational Laws, and has obtained and held all Educational Approvals necessary to conduct its operations as currently conducted. The School is and, since the Compliance Date has been, in compliance in all respects with the terms and conditions of all such Educational Approvals. Schedule 4.29(a) sets forth a correct and complete list of all Educational Approvals held by the School since the Compliance Date and any exemptions from a requirement to have a particular Educational Approval. Since the Compliance Date, (i) the School has met the qualifications to be licensed, exempt from licensure, or otherwise authorized or approved by each State Education Agency (to the extent required to be approved by such State Education Agency), accredited by ACICS and the Commission on Collegiate Nursing Education, and certified by ED as an “eligible institution” as defined in 34 C.F.R. § 600.2 (and the other sections incorporated therein by reference, as applicable), (ii) the School has been in compliance with the applicable limitations on eligibility set forth in 34 C.F.R. § 600.7 (and the other sections incorporated therein by reference, as applicable), and (iii) the School has been a party to a Program Participation Agreement with ED, and holds a valid Eligibility and Certification Approval Report. Since the Compliance Date, the School has qualified as a “proprietary institution of higher education” in accordance with 34 C.F.R. § 600.5 (and the other sections incorporated therein by reference, as applicable). Each current Educational Approval listed on Schedule 4.29(a) is in full force and effect in accordance with its terms, and no proceeding for the suspension, limitation, revocation, termination or cancellation of any of them is pending or, to the Knowledge of the Company, threatened. Except as set forth on Schedule 4.29(a), since the Compliance Date (i) no application made by the School to any Education Agency has been denied or withdrawn; (ii) neither the Company, nor the School, nor the Selling Stockholders has received written notice from any Education Agency that the School has been placed on probation or ordered to show cause why any Educational Approval should not be revoked; and (iii) neither the Company, nor the School, nor the Selling Stockholders has received any written or, to the Knowledge of the Company, oral notice from any Education A...
Compliance with Educational Laws. (a) Neither Purchaser nor any Person that exercises substantial control (as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)) over Purchaser, or member of such Person’s family (as the term “family member” is defined in 34 C.F.R. Section 668.174(c)(4)), alone or together, (i) exercises or exercised substantial control over another institution or third-party servicer (as that term is defined in 34 C.F.R. § 668.2) that owes a liability for a violation of a Title IV Program requirement or (ii) owes a liability for a Title IV Program violation.
Compliance with Educational Laws. 24 4.9 Permits.......................................................................................................................28 4.10 Insurance.................................................................................................................28
