Common use of Conditions to Buyer’s Obligation Clause in Contracts

Conditions to Buyer’s Obligation. Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: the representations and warranties set forth in Section 3 shall be true and correct in all respects, except as set forth in the Supplemental Information (so long as such Supplemental Information is not deemed by Buyer, in Buyer’s sole discretion, to have a material adverse effect on the acquired assets or business), at and as of the Closing Date; no Material Adverse Change shall have occurred since the Most Recent Fiscal Month End; Seller shall have performed and complied with all of its covenants hereunder and the other Transaction Agreements in all respects through the Closing Date; Seller shall have delivered evidence to Buyer that the aggregate number of students enrolled in educational programs (as defined by the DOE, WASC or the Integrated Postsecondary Education Data System) of the University (such number, the “Aggregate Enrollment”) for the fall semester of 2014 is not less than 90% of the Aggregate Enrollment for the fall semester of 2013. Buyer (or an Affiliate of Buyer) and Xxxxxxxx Xxxxxxxx Xxxxxxx shall have entered an agreement for the purchase of all equity interests of Alliant Mexico held by Xx. Xxxxxxx, and all conditions precedent to the consummation of such purchase, other than the Closing, shall have been satisfied or waived; Seller shall have procured all Consents (including the Lease Consents) and made or obtained all Educational Notices/Consents required to be made or obtained prior to Closing; Buyer shall have entered into arrangements satisfactory to Buyer with respect to employees covered by the Collective Bargaining Agreements; all Pre-Closing Educational Notices/Consents identified in Section 5.2(a) of the Disclosure Schedule shall have been delivered or obtained, as applicable; Seller shall have completed all required and voluntary pre-acquisition processes with the California Student Aid Commission; Seller shall have completed all required and voluntary pre-acquisition processes with the California State Approving Agency for Veteran’s Education;

Conditions to Buyer’s Obligation. Buyer’s The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all respects, except as set forth in the Supplemental Information (so long as such Supplemental Information is not deemed by Buyer, in Buyer’s sole discretion, to have a material adverse effect on the acquired assets or business), respects at and as of the Closing Date; no Material Adverse Change shall have occurred since the Most Recent Fiscal Month End; Seller (ii) Sellers shall have performed and complied with all of its their covenants hereunder and the other Transaction Agreements in all material respects through the Closing DateClosing; Seller (iii) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Buyer to own the Lawriter Interests and to control Lawriter, or (D) materially and adversely affect the right of Lawriter to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); Page 32 (iv) Lawriter shall have delivered evidence to Buyer a certificate to the effect that the aggregate number of students enrolled in educational programs (as defined by the DOE, WASC or the Integrated Postsecondary Education Data System) each of the University conditions specified above in Section 7(a)(i)-(iii) is satisfied in all respects; (such number, the “Aggregate Enrollment”v) for the fall semester Sellers shall have provided to Buyer a notebook in which or compact disk on which a complete copy of 2014 is not less than 90% all of the Aggregate Enrollment for the fall semester of 2013. Buyer (or an Affiliate of documents and other information provided in response to Buyer) ’s due diligence request shall be contained, and Xxxxxxxx Xxxxxxxx Xxxxxxx Buyer’s auditors shall have entered an agreement for completed their audit of Lawriter’s books and records; (vi) the purchase of Parties shall have received all equity interests of Alliant Mexico held by Xx. Xxxxxxxother material authorizations, consents, and all conditions precedent approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit F attached hereto, addressed to Buyer; (viii) Buyer shall have received the consummation resignations, effective as of such purchase, other than the Closing, of each director or manager and officer of Lawriter; (ix) Buyer shall have received evidence that the Lawriter and the Casemaker trademarks now being used by Lawriter have been satisfied or waivedtransferred to Lawriter; Seller shall have procured (x) all Consents (including actions to be taken by Sellers in connection with consummation of the Lease Consents) transactions contemplated hereby and made or obtained all Educational Notices/Consents certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be made or obtained prior reasonably satisfactory in form and substance to ClosingBuyer; Buyer (xi) each of Xxxx and the Association shall have entered into arrangements separate consulting agreements, with restrictive covenants, substantially in the form attached hereto as Exhibit D, and such agreements shall be in full force and effect as of the Closing; (xii) OSBA, Lawriter and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement, substantially in the form of Exhibit A, dated as of the` Closing Date; (xiii) Each of the Members shall have transferred to Lawriter its respective rights in and to the tradenames “Lawriter” and “Casemaker” and the federal registrations of the trademarks associated therewith; (xiv) Xxxx shall have caused Lawcorp to change its name to a name that does not contain the word “Lawriter” or “Casemaker” or any other name confusingly similar to either “Lawriter” or “Casemaker”; (xv) Sellers shall have delivered to Buyer a copy of the certificate of formation, including all amendments to date, of Lawriter, certified on or soon before the Closing Date by the Secretary of State of the jurisdiction of Lawriter’s formation; (xvi) Sellers shall have delivered to Buyer copies of the certificate of good standing of Lawriter, issued on or soon before the Closing Date by the Secretary of State of the Page 33 jurisdiction of Lawriter’s organization; (xvii) Sellers shall have delivered to Buyer a certificate of the secretary of Lawriter, dated the Closing Date, in form and substance reasonably satisfactory to Buyer with respect Buyer, as to: (A) no amendments to employees covered by the Collective Bargaining Agreementscertificate of organization of Lawriter since the date of the certificate described in clause (xv) above; all Pre-Closing Educational Notices/Consents identified in Section 5.2(a(B) the Lawriter Operating Agreement and no amendments thereto since the date thereof; (C) the resolutions of the board of directors or managers (or a duly authorized committee thereof) of Lawriter authorizing the Disclosure Schedule execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (D) incumbency and signatures of the officers of Lawriter executing this Agreement or any other instrument or agreement contemplated by this Agreement; (xviii) Lawriter and the Association shall have been delivered or obtainedexecuted the License Agreement Amendment; (xix) Termination of the following agreements as of and coincident with Closing, as applicable; Seller shall have completed with any and all required provisions thereunder being null and voluntary pre-acquisition processes with the California Student Aid Commission; Seller shall have completed all required and voluntary pre-acquisition processes with the California State Approving Agency for Veteran’s Education;void thereafter:

Conditions to Buyer’s Obligation. Each Buyer’s 's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: the representations and warranties set forth in Section 3 4 above shall be true and correct in all respectsmaterial respects at and as of the Closing Date (in each case as such statements relate to the Acquired Stores that the applicable Buyer is purchasing hereunder), except to the extent that such representations and warranties are qualified by terms such as set forth "material" and "Material Adverse Effect," in the Supplemental Information (so long as which case such Supplemental Information is not deemed by Buyer, representations and warranties shall be true and correct in Buyer’s sole discretion, to have a material adverse effect on the acquired assets or business), all respects at and as of the Closing Date; no Material Adverse Change shall have occurred since the Most Recent Fiscal Month End; Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and the other Transaction Agreements "Material Adverse Effect," in which case Sellers shall have performed and complied with all of such covenants in all respects through the Closing DateClosing; Seller there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no suit, action, claim, proceeding or investigation shall be pending before any court or quasi-judicial or administrative agency of any governmental entity in which it is sought to restrain or prohibit consummation of any of the transactions contemplated by this Agreement; Sellers shall have delivered evidence to Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iii) is satisfied in all respects; the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies required in connection with the consummation of the transactions contemplated by this Agreement (other than any that may be required in respect of liquor licenses and permits), including, if applicable, pursuant to the HSR Act (including the expiration or termination of the applicable waiting periods (and any extensions thereof) under the HSR Act); the Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Buyer from consummating the transactions contemplated herein if Buyer waives the requirement that the aggregate number Sale Order shall have become a Final Order. No notice of students enrolled in educational programs (as defined by such waiver of this condition or any other condition to the DOEClosing need be given except to Sellers, WASC or it being the Integrated Postsecondary Education Data Systemintention of the Parties that Buyer shall be entitled to, and is not waiving, the protection of Section 363(m) of the University (such numberBankruptcy Code, the “Aggregate Enrollment”) for mootness doctrine and any similar statute or body of law if the fall semester of 2014 is not less than 90% Closing occurs in the absence of the Aggregate Enrollment for Sale Order becoming a Final Order; the fall semester of 2013. Buyer (or an Affiliate of Buyer) and Xxxxxxxx Xxxxxxxx Xxxxxxx shall have entered an agreement for the purchase of all equity interests of Alliant Mexico held by Xx. Xxxxxxx, and all conditions precedent to the consummation of such purchase, other than the Closing, shall have been satisfied or waived; Seller shall have procured all Consents (including the Lease Consents) and made or obtained all Educational Notices/Consents required to be made or obtained prior to Closing; Buyer relevant Sellers shall have entered into arrangements each of the Ancillary Agreements; and all actions to be taken by Sellers in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing; provided, however, the satisfaction of the closing conditions for one Buyer Group shall not be a closing condition for the other Buyer Group. Conditions to Sellers' Obligation. Sellers' obligation to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; Both Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case both Buyers shall have performed and complied with all of such covenants in all respects through the Closing; there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no suit, action, claim, proceeding or investigation shall be pending before any court or quasi-judicial or administrative agency of any governmental entity in which it is sought to restrain or prohibit consummation of any of the transactions contemplated by this Agreement; the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies required in connection with the consummation of the transactions contemplated by this Agreement (other than any that may be required in respect of liquor licenses and permits), including, if applicable, pursuant to employees covered by the Collective Bargaining HSR Act (including the expiration or termination of the applicable waiting periods (and any extensions thereof) under the HSR Act); the Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Sellers from consummating the transactions contemplated herein if Sellers, in their sole discretion, waives the requirement that the Sale Order shall have become a Final Order. No notice of such waiver of this condition or any other condition to the Closing need be given except to Buyers, it being the intention of the Parties that Sellers shall be entitled to, and are not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of the Sale Order becoming a Final Order; the relevant Buyer Parties shall have entered into each of the Ancillary Agreements; all Pre-Closing Educational Notices/Consents identified actions to be taken by Buyers in Section 5.2(a) connection with consummation of the Disclosure Schedule transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers; and Subject to Section 5(g), the Closing in respect of the Tango Acquired Stores and the JBC Acquired Stores shall have been delivered or obtainedoccur concurrently and, as applicable; Seller shall have completed all required to the extent that Sellers waive such condition and voluntary pre-acquisition processes agree to close the transactions contemplated herein with the California Student Aid Commission; Seller JBC Buyer Group, Sellers shall have completed all required and voluntary pre-acquisition processes with enter into a brand license agreement substantially in the California State Approving Agency for Veteran’s Education;form of Exhibit F attached hereto). Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. Buyer’s 's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: Except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect, the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all respects, except as set forth in the Supplemental Information (so long as such Supplemental Information is not deemed by Buyer, in Buyer’s sole discretion, to have a material adverse effect on the acquired assets or business), respects at and as of the Closing Date; no , except (A) to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Change Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term "material" or "Material Adverse Effect") shall have occurred since be true and correct in all respects at and as of the Most Recent Fiscal Month EndClosing Date, (B) as set forth in Annex I attached hereto and in the Disclosure Schedule (after giving effect to Section 5(f) above), and (C) with respect to representations and warranties that address matters of a certain date, in which case such representations and warranties shall be true and correct as of such certain date; Seller and Parent shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Seller and Parent shall have performed and complied with all of such covenants (as so written, including the other Transaction Agreements term "material" or "Material Adverse Effect of Change") in all respects through the Closing DateClosing; there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; Seller shall have delivered evidence to Buyer a certificate to the effect that the aggregate number of students enrolled in educational programs (as defined by the DOE, WASC or the Integrated Postsecondary Education Data System) each of the University (such number, the “Aggregate Enrollment”conditions specified above in Sections 7(a)(i)-(iii) for the fall semester of 2014 is not less than 90% of the Aggregate Enrollment for the fall semester of 2013. Buyer (or an Affiliate of Buyer) and Xxxxxxxx Xxxxxxxx Xxxxxxx shall have entered an agreement for the purchase of satisfied in all equity interests of Alliant Mexico held by Xx. Xxxxxxx, and all conditions precedent to the consummation of such purchase, other than the Closing, shall have been satisfied or waivedrespects; Reserved; Seller shall have procured all Consents (including delivered to Buyer evidence that the Lease Consents) assets and made stock of the Target Company are no longer subject to the Alpharma Credit Agreement or obtained all Educational Notices/Consents required to be made or obtained prior to Closingthe Alpharma Credit Agreement Lien; Buyer shall have entered into arrangements satisfactory received from the Chief Legal Officer of Parent an opinion in form and substance to be reasonably agreed upon by Buyer and Seller, addressed to Buyer with respect to employees covered by the Collective Bargaining Agreements; all Pre-Closing Educational Notices/Consents identified in Section 5.2(a) and dated as of the Disclosure Schedule Closing Date; the Target Company shall not have been delivered any indebtedness for borrowed money, including Intercompany Payables; and all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or obtained, as applicable; Seller shall have completed all required and voluntary pre-acquisition processes with prior to the California Student Aid Commission; Seller shall have completed all required and voluntary pre-acquisition processes with the California State Approving Agency for Veteran’s Education;Closing.

Conditions to Buyer’s Obligation. Buyer’s The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section §3 above shall be true and correct in all respectsmaterial respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as set forth “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the Supplemental Information (so long as such Supplemental Information is not deemed by Buyer, term “material” or “Material”) shall be true and correct in Buyer’s sole discretion, to have a material adverse effect on the acquired assets or business), all respects at and as of the Closing Date; no Material Adverse Change shall have occurred since the Most Recent Fiscal Month End; Seller (ii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (as so written, including the other Transaction Agreements term “material” or “Material”) in all respects through the Closing DateClosing; Seller shall have delivered evidence to Buyer that the aggregate number of students enrolled in educational programs (as defined by the DOE, WASC or the Integrated Postsecondary Education Data Systemiii) of the University (such number, the “Aggregate Enrollment”) for the fall semester of 2014 is not less than 90% of the Aggregate Enrollment for the fall semester of 2013. Buyer (or an Affiliate of Buyer) Target and Xxxxxxxx Xxxxxxxx Xxxxxxx shall have entered an agreement for the purchase of all equity interests of Alliant Mexico held by Xx. Xxxxxxx, and all conditions precedent to the consummation of such purchase, other than the Closing, shall have been satisfied or waived; Seller its Subsidiaries shall have procured all Consents of the third-party consents specified in §5(b) above; (including iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Buyer to own the Acquired Assets, to operate the former business of Target, and to control Target's Subsidiaries, or (D) materially and adversely affect the right of any of Target's Subsidiaries to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in §6(a)(i)-(iv) is satisfied in all respects; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (viii) Target and its Subsidiaries shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases, and, if requested by Buyer's lender in connection with any Material Leased Real Property, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents) ”), in form and made or obtained all Educational Notices/Consents required to be made or obtained prior to Closing; Buyer shall have entered into arrangements substance satisfactory to Buyer with respect and Buyer's lender; (ix) Target shall have delivered to employees covered Buyer copies of the certificate of good standing of each Seller and Target issued on or soon before the Closing Date by the Collective Bargaining Agreements; all Pre-Closing Educational Notices/Consents identified in Section 5.2(aSecretary of State (or comparable officer) of the Disclosure Schedule shall have been delivered jurisdiction of each such Person's organization; Buyer may waive any condition specified in this §6(a) if it executes a writing so stating at or obtained, as applicable; Seller shall have completed all required and voluntary pre-acquisition processes with prior to the California Student Aid Commission; Seller shall have completed all required and voluntary pre-acquisition processes with the California State Approving Agency for Veteran’s Education;Closing. (b)