Common use of Compliance with Laws; Licenses and Permits Clause in Contracts

Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.

Compliance with Laws; Licenses and Permits. Sellers are not Except as set forth in Schedule 4.6(a) attached hereto, to the best of Seller's knowledge, neither Seller nor Parent is in violation ofof any law or any regulation or requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the School, and have not neither Seller nor Parent has received notice of any such violation. Except as set forth in Schedule 4.6(a) attached hereto, neither Seller nor Parent has received any notice asserting of any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership violations of the Acquired Assets. Sellers have complied Occupational Safety and are in compliance in all material respects with all Health Act, as amended, or any similar state or local laws, regulations rules or regulations, relating to the School. Seller currently maintains all licenses, Accreditations, certificates, permits, consents, authorizations, and other governmental orders applicable or regulatory approvals (the "Licenses and Permits") necessary for Seller to Sellers' operation conduct the business and operations of the Stations School as presently being conducted, except where the failure to maintain any such Licenses and ownership Permits would not have a material adverse effect on the operations or financial condition of the Acquired AssetsSchool. As of the date hereof, except the School has no more than eighty-five percent (85%) of its revenues derived from Title IV funds as disclosed determined in accordance with 34 C.F.R. (S) 600.5(d) and has not had more than eighty-five percent (85%) of its revenues so derived since July 1, 1995. Schedule 4.6(b) attached hereto is a true, correct and complete list of all Licenses and Permits held by Seller and the governmental authority or Accrediting Body granting such Licenses and Permits. Except as set forth on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses4.6(b), none of which has been rescinded the Licenses and all of which Permits are in full force and effect, from and no proceedings for the suspension or cancellation of any of them is pending or, to the best of Seller's knowledge, threatened. Seller has delivered to Purchaser copies of all Governmental Authorities (such Licenses and Permits. Except as defined herein) necessary set forth on Schedule 4.6(b), Seller has received no notice that any of the Licenses and Permits will not be renewed and to the best of Seller's knowledge, there is no basis for nonrenewal. Seller is accredited by the Accrediting Commission of Career Schools and Colleges of Technology and the Accrediting Commission of the American Culinary Federation Educational Institute, is certified by the DOE as an eligible institution under Title IV and is a party to, and in order compliance with, a valid program participation agreement with the DOE with respect to conduct the operations of the Stations School. Except as set forth in accordance Schedule 4.6(c) attached hereto, Seller has not received any notice, not previously resolved, with applicable law, as presently conducted and respect to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration alleged violation of the United States government, any state government rules or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the CommissionDOE or any applicable Accrediting Body in respect of the School, includingincluding sales and marketing activities, without limitationor the terms of any program participation agreement to which it is or was a party. If any such notices have been received and not resolved, those regulations governing Seller has disclosed their receipt and disposition to Purchaser in writing prior to the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except execution of this Agreement. Except as disclosed set forth on Schedule A. Sellers have complied in all material respects with all requirements 4.6(c) attached hereto, Seller and Parent are not aware of any investigation or review of the FCC and School's student financial aid programs or any review of Accreditation of the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired School by any act governmental entity or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedAccrediting Body.

Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.the

Compliance with Laws; Licenses and Permits. Sellers are Except as disclosed in Schedule 5.05(a), Seller is not in violation ofof any law, regulation or requirement of any governmental authority and have Seller has not received notice of any notice asserting any material noncompliance such violation. Seller currently maintains all licenses, accreditations, certificates, permits, consents, authorizations and other governmental or regulatory approvals (the “Licenses and Permits”) necessary for Seller to conduct the business and operations of the School as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the Schools’ institutional accrediting agency and the state in which the Schools operate. Each program offered by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, the School is an eligible program in connection compliance with the ownership requirements of 34 C.F.R. § 668.8. Seller has duly filed all reports and returns required to be filed by it with respect to the Acquired Assets. Sellers have School with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct and no proceedings for the operations suspension or cancellation of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all any of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality them is pending or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Seller for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(b) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Seller with respect to the School and the governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer true and correct copies of all such Licenses and Permits. Seller has received no notice that any of the Licenses and Permits will not be renewed and, to Seller’s knowledge, there is no basis for nonrenewal. The School is accredited as set forth on Schedule 5.05(c) attached hereto, is certified by the DOE as an eligible institution under Title IV and is party to, and in all material respects when filedcompliance with, valid program participation agreements with the DOE with respect to the School’s operations, and is authorized by the state in which it is located to operate for-profit postsecondary educational institutions. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.05(d) attached hereto, Seller is not aware of any investigation or review of Seller’s student financial aid programs or any review of the School’s state license accreditation by any Person.

Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations Station and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations Station in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx1934. WCAR-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries AM is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations Station as they are currently being operated. Each License Subsidiary CRD is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations Station have been properly and timely filed, except as noted on Schedule A. The Stations are Station is operating in accordance with the Licenses, and in compliance with the Communications ActAct of 1934, as amended, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' Station's equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations Station or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations Station and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations Station filed by the Sellers or the Stations Station with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.

Compliance with Laws; Licenses and Permits. Except as disclosed in Schedule 5.05, Sellers are not in violation of, and have not received of any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule regulation or regulationrequirement of any governmental authority and Sellers do not have notice of any such violation. Sellers currently maintain all licenses, whether federalaccreditations, statecertificates, local permits, consents, authorizations and other governmental or otherwise, in connection with regulatory approvals (the ownership "LICENSES AND PERMITS") necessary for Sellers to conduct their respective businesses and the operations of the Acquired AssetsSchools as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the Schools' institutional accrediting agency and the states in which the Schools operate. Sellers have duly filed all reports and returns required to be filed by them with respect to the Schools with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which Schools are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct and no proceedings for the operations suspension or cancellation of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all any of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality them is pending or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Sellers for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(a) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Sellers with respect to the Schools and the governmental authority or accrediting body granting such Licenses and Permits. Sellers have delivered to Buyer true and correct copies of all such Licenses and Permits. Sellers have received no notice that any of the Licenses and Permits will not be renewed and, to Sellers' knowledge, there is no basis for nonrenewal. The Schools are accredited as set forth on Schedule 5.05(b) attached hereto, and are authorized by the State of California to operate not-for-profit postsecondary educational institutions. Sellers have not received any notice, not previously complied with, in all material respects when filedrespect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the Schools, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Sellers have disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.05(c) attached hereto, Sellers are not aware of any investigation or review of the Schools' student financial aid programs or any review of any School's state license or accreditation by any Person.

Compliance with Laws; Licenses and Permits. Except as set forth in Schedule 4.8(a) attached hereto, none of the Company, the Subsidiaries, or the Sellers are not is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the Company, or any of the Subsidiaries, the Schools, or the Bookstores, individually or in the aggregate, and have not none of the Company, the Subsidiaries, or the Sellers has received notice of any such violation. None of the Company, the Subsidiaries, or the Sellers has received any notice asserting of any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership violations of the Acquired Assets. Sellers have complied Occupational Safety and are in compliance in all material respects with all lawsHealth Act, regulations and governmental orders applicable as amended, or any similar state or local Legal Requirement, relating to Sellers' operation the Company, or any of the Stations Subsidiaries or the Schools. The Company and ownership each of the Acquired AssetsSubsidiaries currently maintains all licenses, except as disclosed on Schedule A. Sellers have obtained and hold all Accreditations, certificates, permits, licenses consents, authorizations, and other governmental or regulatory approvals (other than the Licenses), none of which has been rescinded "Licenses and all of which are in full force and effect, from all Governmental Authorities (as defined hereinPermits") necessary in order to conduct the business and operations of the Stations Company and the Subsidiaries as presently being conducted, except where the failure to maintain any such Licenses and Permits would not have a material adverse effect on the operations or financial condition of the Company, or any of the Subsidiaries. As of the date hereof, no School has more than eighty-five percent (85%) of its revenues pursuant to Title IV Programs or derived from Title IV funds as determined in accordance with applicable law34 C.F.R. (S) 600.5(d), as presently conducted and to own, use and maintain at no time during the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration past two (2) years have more than eighty-five percent (85%) of the United States governmentrevenues of either School, any state government been pursuant to Title IV programs or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license termderived from Title IV funds. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applicationsCompany, and other each Subsidiary, has duly filed all reports and documents returns required to be filed for by it with all Governmental Bodies and the Stations have been properly and timely filedAccrediting Bodies , except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect where failure to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of file any such Licensereport or return would not have a material adverse effect on the Company or any of its Subsidiaries, the Schools or fail to prosecute with due diligence any pending the Bookstores. No application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications made by the Sellers shown on Schedule A) Company or refuse to renew in the ordinary course any of the Licenses, or Subsidiaries for any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against Licenses and Permits during the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the futurelast five (5) years has been denied. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were Schedule 4.8(b) attached hereto is a true, correct and complete in list of all material respects when filed.Licenses and Permits held by the Company and the Subsidiaries, and the Governmental Body or Accrediting Bodies granting each such License and Permit. Except as set forth on Schedule 4.8(b), the Licenses and

Compliance with Laws; Licenses and Permits. Sellers are Except as shown on ------------------------------------------ Schedule 5.5(a), Seller is not in violation ofof any law or any regulation or --------------- requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business prospects of the School, and have Seller has not received notice of any notice asserting any material noncompliance by Sellers withsuch violation. Seller currently maintains all licenses, any applicable statuteaccreditation, lawcertificates, rule permits, consents, authorizations and other governmental or regulation, whether federal, state, local or otherwise, in connection with regulatory approvals (the ownership "Licenses and Permits") necessary for Seller to conduct the business and operations of the Acquired AssetsSchool as presently being conducted. Sellers have complied Seller has duly filed all reports and are in compliance in all material respects returns required to be filed by it with all laws, regulations respect to the School with governmental authorities and governmental orders applicable to Sellers' operation of accrediting bodies. The Licenses and Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities and no proceedings for the suspension or cancellation of any of them is pending or, to the best of Seller's knowledge, threatened. No application made by Seller for any Licenses and Permits during the last three (as defined herein3) necessary in order to conduct the operations of the Stations in accordance with applicable lawyears has been denied, as presently conducted and to ownthe best of Seller's knowledge, use no such applications were denied for the two (2) preceding years. Schedule 5.5(b) attached hereto is a true, correct and maintain --------------- complete list of all Licenses and Permits held by Seller with respect to the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement School and the other Transactional Documents by governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer copies of all such Licenses and Permits. Seller has received no notice that any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule Aand Permits will not be renewed and to the best of Seller's knowledge, all of which are valid, in full force and effect and which have been unconditionally issued there is no basis for the full license termnonrenewal. The Licenses constitute all of the licensesSchool is accredited by A.C.C.S.C.T., grants, permits, waivers is certified by ED as a qualified institution under Title IV and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licensesa party to, and in compliance with, valid program participation agreements with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration ED with respect to the construction and/or alteration School's operations. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of ED or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed their receipt and disposition to Buyer prior to the execution of this Agreement in writing. Except for the ED program review presently scheduled to commence on March 25, 1996, Seller is not aware of any investigation or review of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired student financial aid programs or any review of the accreditation of the School by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedPerson.

Compliance with Laws; Licenses and Permits. Sellers are Seller is not in violation ofof any law, regulation or requirement of any governmental authority and have Seller has not received notice of any notice asserting any material noncompliance such violation. Seller currently maintains all licenses, accreditations, certificates, permits, consents, authorizations and other governmental or regulatory approvals (the "LICENSES AND PERMITS") necessary for Seller to conduct the business and operations of the School as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the School's institutional accrediting agency and the state in which the Schools operate. Each program offered by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, the School is an eligible program in connection compliance with the ownership requirements of 34 C.F.R. Section 668.8. Seller has duly filed all reports and returns required to be filed by it with respect to the Acquired Assets. Sellers have School with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order and no proceedings for the suspension or cancellation of any of them is pending or, to conduct the operations knowledge of the Stations in accordance with applicable lawSeller, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Seller for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(a) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Seller with respect to the School and the governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer true and correct copies of all such Licenses and Permits. Seller has received no notice that any of the Licenses and Permits will not be renewed and, to the knowledge of Seller, there is no basis for nonrenewal. The School is accredited as set forth on Schedule 5.05(b) attached hereto, is certified by the DOE as an eligible institution under Title IV and is party to, and in all material respects when filedcompliance with, a valid program participation agreements with the DOE with respect to the School's operations, and is authorized by the state in which it is located to operate a for-profit postsecondary educational institution. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Seller is not aware of any investigation or review of Seller's student financial aid programs or any review of the School's state license accreditation by any Person.

Compliance with Laws; Licenses and Permits. Sellers are not in violation of, The Company has conducted and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with is conducting the ownership of the Acquired Assets. Sellers have complied and are business thereof in compliance in all material respects with all applicable laws, regulations rules, regulations, tariffs, orders and governmental orders applicable to Sellers' operation directives of the Stations each jurisdiction in which it carries on business and ownership of the Acquired Assetspossesses all material approvals, except as disclosed on Schedule A. Sellers have obtained consents, certificates, registrations, authorizations, permits and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the operation of the Stations as they are business currently being operated. Each License Subsidiary carried on by it, is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with the terms and conditions of all requirements such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations, and the Company has not received any notice of the FCC and the Federal Aviation Administration with respect modification, revocation or cancellation of, any intention to modify, revoke or cancel or any proceeding relating to the construction and/or alteration of Seller's antenna structuresmodification, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act revocation or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such Licenseapproval, consent, certificate, authorization, permit or fail to prosecute license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of the business or operations of or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Company, taken as a whole. For greater certainty: (i) in 2013, the Company filed requests with due diligence any pending application the Mackenzie Valley Land and Water Board for amendments to the Commission. There is not now pending, or timing schedules of the various security deposits to be provided to the best Minister of Sellers' knowledge threatenedAboriginal Affairs and Northern Development Canada under the Company's Type "A" Water Licence and the Land Use Permit for the Prairie Creek Mine; and (ii) in June 2015, any action by or before the Commission or other regulatory authority Mackenzie Valley Land and Water Board approved the Company's application that the Type "A" Water Licence be held in abeyance until more certainty develops around the actual commencement of construction and the mine development schedule and also approved the Company's applications for amendments to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any timing schedules of the Licenses, or any investigation, order various reclamation security deposits to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against be provided under the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations Water Licence and the Licenses from any material adverse impactLand Use Permit. All reportsThe Company, statements and other documents accordingly, deposited a total of $1.55 million as security with the Government of the Northwest Territories in August of 2015 to increase the financial assurance relating to current reclamation and closure obligations of the Stations filed by Prairie Creek Mine site as it now exists with its current infrastructure under the Sellers or the Stations with the FCC or any other Governmental Authority were trueCompany's existing surface leases, correct land use permits and complete in all material respects when filedType "B" Water Licence.

Compliance with Laws; Licenses and Permits. Except as set forth ------------------------------------------ in SCHEDULE 5.5(a), Sellers are not in violation ofof any law or any regulation or -------- requirement (including, without limitation, all relevant standards imposed by applicable accrediting bodies or agencies administering state or federal government programs) which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business of the Tier I Schools, and Sellers have not received notice of any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assetssuch violation. Sellers have complied and are in compliance in currently maintain all material respects with all lawslicenses, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assetsaccreditations, except as disclosed on Schedule A. Sellers have obtained and hold all certificates, permits, licenses consents, authorizations and other governmental or regulatory approvals (other than the Licenses"Licenses and Permits") necessary for Sellers to conduct the business and operations of each Tier I School as presently being conducted. Except as set forth in SCHEDULE 5.5(b), none of which has been rescinded the Licenses -------- and all of which Permits for each Tier I School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued no proceedings for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act suspension or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, cancellation of any Licenseof them is pending or, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellersthe Selling Parties' knowledge, threatened. Except as set forth in SCHEDULE 5.5(c), -------- to the knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the LicensesSelling Parties, or no application made by Sellers for any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against Licenses and Permits during the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the futurelast five years has been denied. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were SCHEDULE -------- 5.5(d) attached hereto is a true, correct and complete list of all Licenses and Permits held by the Sellers with respect to the operation of each Tier I School and the governmental authority or accrediting body granting such Licenses and Permits. Sellers have delivered or made available to Buyer copies of all such Licenses and Permits. Except as set forth in all material respects when filedSCHEDULE 5.5(e), Sellers have -------- received no notice that any of the Licenses and Permits will not be renewed and to the best of the Selling Parties' knowledge, there is no basis for nonrenewal. Except as set forth in SCHEDULE 5.5(f), each Tier I School is accredited, is -------- certified by ED as an eligible institution under Title IV and is a party to, and in compliance with, valid program participation agreements with ED with respect to such Tier I School's operations. Except as set forth in SCHEDULE 5.5(g), -------- Sellers have not received any notice, not previously responded to, in respect of any alleged violation of the rules or regulations of any Regulatory Agency in respect of any Tier I School, including sales and marketing activities, or the terms of any program participation agreement to which they are or were a party. If any such notices have been received and responded to, but not resolved, Sellers have disclosed to Buyer in writing their receipt and response prior to the execution of this Agreement. Except as set forth in SCHEDULE 5.5(h), the -------- Selling Parties are not aware of any investigation or review of Sellers' student financial assistance programs by any Regulatory Agency or any review of the accreditation of any Tier I School by any Regulatory Agency.

Compliance with Laws; Licenses and Permits. Sellers are not Except as set forth on Schedule 9.2(g) and except as set forth in violation ofSeller's Files, and have Seller has not received written notice (the subject of which has not been cured) from any notice asserting governmental authority or any material noncompliance by Sellers withparty entitled to enforce a covenant, condition and restriction affecting any applicable statuteReal Property or any other person to the effect that (i) any federal, state or local law, rule ordinance, rule, order or regulationregulation has been violated by the maintenance, whether operation, occupancy or use of such Real Property which violation would materially adversely affect the current operation, current occupancy or current use of such Real Property, (ii) any building, or other federal, statestate or municipal law, local ordinance, covenant, condition and restriction is or otherwisehas been violated by the maintenance, in connection with operation, occupancy or use of such Real Property which violation would materially adversely affect the ownership current operation, current occupancy or current use of such Real Property or (iii) any licenses permits, inspections, authorizations, certifications and approvals required by any governmental authorities having jurisdiction over the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations Real Property, in its present manner, have not been performed or issued and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained paid for and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are not in full force and effect, from all Governmental Authorities (in each case, without which the maintenance, operation, occupancy or use of such Real Property would be materially adversely affected; provided that, if the representations and warranties of Seller in this Section 9.2(g) are true and correct as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable lawEffective Date, then such representations and warranties shall also be deemed true and correct as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States governmentClosing Date, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration than with respect to any written notices described in this Section 9.2(g) the construction and/or alteration subject matter of Seller's antenna structureswhich (x) relates to (1) a change in any federal, state or local law, ordinance, rule, order or regulation after the Due Diligence Termination Deadline or (2) events, circumstances or conditions which first occurred or arose after the Due Diligence Termination Deadline and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission (y) does not relate to (1) the taking of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications Seller required by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge terms of any basis Approved Lease or (2) matters for the commencement of any such proceeding in the future. Should any such action which an Anchor, Tenant or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedoccupant under a Specialty License Agreement is solely responsible.

Compliance with Laws; Licenses and Permits. Sellers are Seller is not in violation ofof any law or any regulation or requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business prospects of the School, and have Seller has not received notice of any notice asserting any such violation. Seller currently maintains all material noncompliance by Sellers withlicenses, any applicable statuteaccreditation, lawcertificates, rule permits, consents, authorizations and other governmental or regulation, whether federal, state, local or otherwise, in connection with regulatory approvals (the ownership "LICENSES AND PERMITS") necessary for Seller to conduct the business and operations of the Acquired AssetsSchool as presently being conducted. Sellers have complied and are in compliance in Seller has duly filed all material respects reports and returns required to be filed by it with all laws, regulations respect to the School with governmental authorities and governmental orders applicable to Sellers' operation of accrediting bodies. The Licenses and Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order and no proceedings for the suspension or cancellation of any of them is pending or, to conduct the operations best of the Stations in accordance with applicable lawSeller's knowledge, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration withapplication made by Seller for any Licenses and Permits during the last five years has been denied. Schedule 5.5(a) attached hereto is a true, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection --------------- correct and complete list of all Licenses and Permits held by Seller with respect to the execution and delivery of this Agreement School and the other Transactional Documents by governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer copies of all such Licenses and Permits. Seller has received no notice that any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated and Permits will not be renewed and to the best of Seller's knowledge, there is no basis for nonrenewal. The School is accredited as set forth on Schedule A5.5(b) attached hereto, all of which are valid, in full force is certified by USED as a qualified institution --------------- under Title IV and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licensesa party to, and in compliance with, valid program participation agreements with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration USED with respect to the construction and/or alteration School's operations. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of USED or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.5(c) --------------- attached hereto, Seller is not aware of any investigation or review of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired student financial aid programs or any review of the accreditation of the School by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedperson.

Compliance with Laws; Licenses and Permits. Except as set forth in Schedule 4.8(a) attached hereto, none of the --------------- Company, the Subsidiary, or the Sellers are not is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the Company, or the Subsidiary or the Schools, and have not none of the Company, the Subsidiary, or the Sellers has received notice of any such violation. None of the Company, the Subsidiary, or the Sellers has received any notice asserting of any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership violations of the Acquired AssetsOccupational Health and Safety Act, as amended, or any other occupational health or safety act or any similar Legal Requirement, relating to the Company or the Subsidiary. Sellers The Company and the Subsidiary currently maintain all licenses, Accreditations, certificates, permits, consents, authorizations, and other governmental or regulatory approvals (the "LICENSES AND PERMITS") necessary to conduct the business and operations of the Company and the Subsidiary as presently being conducted, except where the failure to maintain any such Licenses and Permits would not have complied a material adverse effect on the operations or financial condition of the Company or the Subsidiary or the Schools. Each of the Company and are in compliance in the Subsidiary has duly filed all material respects reports and returns required to be filed by it with all lawsGovernmental Bodies and the Accrediting Body except where failure to file any such report or return would not have a material adverse effect on the Company or its Subsidiary. No application made by the Company or the Subsidiary for any Licenses and Permits during the last five (5) years has been denied except for requests made to the ME to introduce a new program, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assetswhich requests were not granted, except as disclosed listed on Schedule A. Sellers have obtained 4.8(d) hereto. Schedule 4.8(b) attached hereto is a true, correct and hold --------------- --------------- complete list of all permitsLicenses and Permits held by the Company and the Subsidiary, licenses and approvals (other than the LicensesGovernmental Body or Accrediting Body granting each such License and Permit. Except as set forth on Schedule 4.8(b), none of which has been rescinded the Licenses and all of which --------------- Permits are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued no proceedings for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act suspension or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, cancellation of any Licenseof them is pending or, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge knowledge, threatened, any action by or before the Commission or other regulatory authority . Sellers have delivered to revoke, cancel, rescind, modify (except Purchaser copies of all such Licenses and Permits. Except as to any applications by the Sellers shown set forth on Schedule A) 4.8(b), none of the Company or refuse to renew in the ordinary course --------------- Subsidiary, or any Seller, has received notice that any of the LicensesLicenses and Permits will not be renewed and to the best of Sellers' knowledge, there is no basis for nonrenewal. Each of the Company and the Subsidiary has all Accreditations from Accrediting Bodies and all surety bonds sufficient and in effect which are required to conduct the business of the School operated by it, as presently conducted. Except as set forth in Schedule 4.8(c) attached hereto, --------------- none of the Company, or the Subsidiary, or any Seller, has received any notice, not previously resolved in full without any material liability, with respect to any alleged violation of the rules or regulations of the MET or ME or any applicable Accrediting Body, in respect of the Schools, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. Except as set forth on Schedule 4.8(c) attached --------------- hereto, Sellers are not aware of any investigation, order to show cause, notice and/or review of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC Schools' student financial aid programs or any other review of Accreditation of either School by any Governmental Authority were true, correct and complete in all material respects when filedBody or Accrediting Body.