Exhibit 7. 2.8 contains a complete list of the following agreements in force to which TRIP and/or its Controlled Companies are parties (together, the “TRIP Relevant Agreements”):
Exhibit 7. 1.22 hereto is a complete listing of all capitalized and operating personal property leases of each Borrower and its Subsidiaries and all real property leases of each Borrower and its Subsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
Exhibit 7. 8(a)-1 hereto contains a complete and accurate list of all Material Contracts to which the Companies are a party or are bound on the date hereof, including any and all written or oral understandings or agreements, and the Main Sellers have delivered a true and complete copy, or, if a Contract has not been reduced to writing, an adequate written description thereof, of each such Contract to Purchaser. The Contracts listed in Exhibit 7.8(a)-1 hereto constitute all Contracts necessary for the conduct of the Business as presently conducted or planned to be conducted. Except as identified in Exhibit 7.8(a)-2 hereto, all such Contracts are, and will remain until and after the date hereof, in full force and effect, none of the Companies has breached or improperly terminated any such Contract, or is in default under any such Contract, and no event has occurred which (whether with or without notice, lapse of time, or both) would constitute such a default, no consent is required under any Contract in connection with the transactions contemplated by this Agreement for such Contract to remain in full force and effect and no other Person is in default under any Contract. The Companies have no Contracts in effect with any of its shareholders or their respective Affiliates other than as identified in Exhibit 7.8(a)-3.
Exhibit 7. 14(a)-1 hereto sets forth a complete and accurate list of all employees, including directors and officers, part-time employees, employees from temporary employment agencies, employees with pending employment agreements, or employment agreements with a fixed term of the Companies (collectively referred to herein as the “Employees”), including in each case their current position, total current annual compensation (including bonus or other payments), the type of standard employment agreement used, outstanding promises of additional remuneration, contractual entitlement to a severance payment, actuarial value of accrued pension right (whether vested or unvested), years of service, date of birth, termination notice period, and special termination protection, if any. The employees listed in Exhibit 7.14(a)-1 hereto include all employees material to or required for the conduct of the Business. Exhibit 7.14(a)-2 hereto contains true and complete copies of all standard employment agreements used by the Companies. Exhibit 7.14(a)-3 hereto contains a list of the Employees with whom the Companies have not entered into written employment agreements and describes all material terms and conditions of their employment agreements with the Companies. Except as set forth in Exhibit 7.14(a)-4 hereto, none of the Employees has an employment agreement the provisions of which materially deviate from those of the standard employment agreements contained in Exhibit 7.14(a)-2 hereto or the terms and conditions of the oral employment agreements described in Exhibit 7.14(a)-3 hereto.
Exhibit 7. 1.22 hereto is a complete listing of all capitalized and operating personal property leases (with annual rentals in excess of $50,000) of Borrowers and their Subsidiaries and all real property leases of Borrowers and their Subsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Exhibit 7. 3.3 [Quarterly Compliance Certificate) to the Credit Agreement is hereby amended by deleting Section 5(D) in its entirety and inserting the following in lieu thereof:
Exhibit 7. 01 hereof contains a list of all direct and indirect Subsidiaries of LDES and LDES Education.
Exhibit 7. 15.1 contains a true, correct and complete list of Employees’ and directors’ benefit plans that are in addition to what applicable Law requires, including without limitation all pension, retirement, medical, stock option, severance, change-in-control or “golden parachute”, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other Employee benefit plans, programs, policies or other arrangements, under which any Employee, director or consultant of the Educational Institutions.
Exhibit 7. 9 contains a list of the agreements relating to the operations of the Business Unit and that accordingly are part of the Operating Assets (the “Transferred Agreements”). All the Transferred Agreements have been complied with by Seller according to its terms and are valid, effective and enforceable.
Exhibit 7. 17.1 sets forth a complete, true and accurate list of all individuals to be transferred to and employed (including, as the case may be, as consultant, freelancer, director or officer) by each Target Company as of the Closing Date (the “Employee(s)”) with the indication of their employer, their professional category, location, title, type of employment agreement entered into and aggregate annual compensation (including annual salary or wages and, whether written or, provided that they are supported by tangible facts, orally granted, fringe benefits and their entitlement to any contractual bonus and its maximum amount per year) as of the end of the last month preceding the date hereof. No other Person may validly claim an employment status from any of the Target Companies.
