REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB. Except (a) as set forth in the Sarg Disclosure Schedule and (b) as otherwise disclosed or identified in the Sarg SEC Documents publicly filed or furnished after January 1, 2017 and prior to the date hereof (other than (i) any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Sarg SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Sarg SEC Document), Sarg and Merger Sub hereby represent and warrant to Cardinal as follows:
REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB. 9 3.1 Corporate Organization 9 3.2 Sarg Capitalization 9 3.3 Authority; Execution and Delivery; Enforceability 10 3.4 No Conflicts 11 3.5 SEC Documents; Financial Statements; Undisclosed Liabilities 12 3.6 Absence of Certain Changes or Events 13 3.7 Information Supplied 13 3.8 Legal Proceedings 14 3.9 Compliance with Laws 14 3.10 Permits 15 3.11 Employee Benefit Plans 15 3.12 Employee and Labor Matters 17 3.13 Environmental Matters 18 3.14 Real Property 18 3.15 Tax Matters 19 3.16 Material Contracts 19 3.17 Intellectual Property 21 3.18 Educational Regulatory Matters 23 3.19 Broker’s Fees 26 3.20 Opinion of Financial Advisor 26 3.21 Ownership of Cardinal Common Stock 26 3.22 Insurance 26 3.23 Merger Sub 26 3.24 No Other Representations or Warranties 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF CARDINAL 27 4.1 Corporate Organization 27 4.2 Cardinal Capitalization 27 4.3 Authority; Execution and Delivery; Enforceability 28 4.4 No Conflicts 29 Page 4.5 SEC Documents; Financial Statements; Undisclosed Liabilities 29 4.6 Absence of Certain Changes or Events 31 4.7 Information Supplied 31 4.8 Legal Proceedings 31 4.9 Compliance with Laws 32 4.10 Permits 32 4.11 Employee Benefit Plans 33 4.12 Employee and Labor Matters 35 4.13 Environmental Matters 35 4.14 Real Property 36 4.15 Tax Matters 36 4.16 Material Contracts 37 4.17 Intellectual Property 39 4.18 Educational Regulatory Matters 41 4.19 Broker’s Fees 43 4.20 Opinion of Financial Advisor 44 4.21 Ownership of Sarg Common Stock 44 4.22 Insurance 44 4.23 No Other Representations or Warranties 44
