Common use of CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the purchase of the Equity Interests are subject to the satisfaction or (to the extent not prohibited by Law) waiver by Buyer on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of Seller contained in Section 5.2(a) (Capital Structure) shall be true and correct in all respects (other than de minimis inaccuracies) on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (ii) the representations and warranties of Seller contained in Section 5.3(a) (Authorization), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Seller to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; (iii) the representations and warranties of Seller contained in Section 5.5(a) (Operations Since Reference Date) shall be true and correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (iv) the representations and warranties of Seller contained in Article V (other than the representations and warranties of Seller contained in Section 5.2(a) (Capital Structure), Section 5.3(a) (Authorization), Section 5.5(a) (Operations Since Reference Date), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, have a Material Adverse Effect; (v) the representations and warranties of Parent contained in Section 6.2 (Capital Structure) shall be true and correct in all respects (other than de minimis inaccuracies) on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (vi) the representations and warranties of Parent contained in Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Parent to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; and (vii) the representations and warranties of Parent contained in this Agreement (other than the representations and warranties set forth in Section 6.2 (Capital Structure), Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements; (b) each of Parent and Seller shall have performed in all material respects its covenants and agreements required by this Agreement to be performed at or prior to the Closing; (c) the Separation shall have been consummated in accordance with and subject to the terms of this Agreement and the Separation Plan in all material respects; provided, however, that Buyer shall not be permitted to waive the condition set forth in this Section 10.2(c) without the prior written consent of Parent and Seller in the event that the consummation of the Closing prior to the consummation of the Separation in all material respects would have a material and adverse effect on the Retained Business, taken as a whole; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; and (e) there shall have been delivered to Buyer a certificate dated the Closing Date, signed on behalf of Seller and Parent by a duly authorized officer of Seller and Parent, confirming the satisfaction of the conditions set forth in Section 10.2(a), Section 10.2(b), Section 10.2(c) and Section 10.2(d).

CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE. The obligations obligation of Buyer ----------------------------------------------- to consummate the purchase of the Equity Interests are close hereunder shall be subject to the satisfaction or (to the extent not prohibited by Law) waiver by Buyer on of the following conditions at or prior to the Closing Date of the following conditionsClosing: (a) Seller and the Owners shall have delivered to Buyer each of the items listed in Section 3.2; (ib) Each of the representations and warranties of Seller contained and the Owners made in Section 5.2(a) (Capital Structure) or pursuant to this Agreement shall be true and correct in all material respects (other than de minimis inaccuracies) on the date hereof and on as of the Closing Date as though made on Date, subject only to Seller's delivery of the Updated Closing Statement to Buyer two business days prior to the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (ii) the representations and warranties of Seller contained in Section 5.3(a) (Authorization), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Seller to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; (iii) the representations and warranties of Seller contained in Section 5.5(a) (Operations Since Reference Date) shall be true and correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (iv) the representations and warranties of Seller contained in Article V (other than the representations and warranties of Seller contained in Section 5.2(a) (Capital Structure), Section 5.3(a) (Authorization), Section 5.5(a) (Operations Since Reference Date), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, have a Material Adverse Effect; (v) the representations and warranties of Parent contained in Section 6.2 (Capital Structure) shall be true and correct in all respects (other than de minimis inaccuracies) on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (vi) the representations and warranties of Parent contained in Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Parent to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; and (vii) the representations and warranties of Parent contained in this Agreement (other than the representations and warranties set forth in Section 6.2 (Capital Structure), Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements; (bc) each of Parent Seller and Seller the Owners shall have fully performed and complied in all material respects its covenants with all of the covenants, obligations, agreements and agreements conditions required by this Agreement to be performed at or complied with by Seller and the Owners prior to the Closing; (cd) Any applicable waiting period under the Separation HSR Act relating to the transaction contemplated herein shall have expired or been terminated; (e) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing; and (f) There shall have been consummated no material adverse change in accordance with and subject to the terms financial conditions, operations, assets or liabilities of this Agreement and the Separation Plan in all material respects; provided, however, Business taken as a whole. In the event that Buyer shall not be permitted to waive the condition set forth in this Section 10.2(c7.1(b) without cannot be made and/or the prior written consent delivery provided for under Section 3.2(b) cannot be made because of Parent and Seller in the event that the consummation any of the Closing prior to representations or warranties contained in this Agreement and made by Seller and/or the consummation Owners, which was true and correct on and as of the Separation in all material respects would have a material and adverse effect on the Retained Business, taken as a whole; (d) since the date of this Agreement, there shall is not have occurred a Material Adverse Effect; and (e) there shall have been delivered to Buyer a certificate dated true and correct in all material respects on and as of the Closing Date, signed on behalf of Seller and Parent by a duly authorized officer of Seller and Parent, confirming the satisfaction shall notify Buyer of the conditions set forth reason or reasons therefor (a "Seller Closing Date Disclosure"). Upon notification of a Seller Closing Date Disclosure, Buyer shall have the option, in addition to its rights under Section 10.2(a7.3, to (x) waive compliance with Section 7.1(b) and/or 3.2(b), Section 10.2(bas applicable, in respect of such Seller Closing Date Disclosure, and consummate the transactions contemplated by this Agreement, or (y) require Seller and/or Owners to make commercially reasonable efforts to cure, to Buyer's reasonable satisfaction, such failure to be true and correct to the extent susceptible to cure, it being understood that, in the event that Buyer elects to exercise its right under clause (x), neither Seller nor any Owner, nor any of their respective affiliates, directors, officers, shareholders, employees, agents or representatives shall have any liability or obligation to Buyer as a result of such Seller Closing Date Disclosure pursuant to Section 10.2(c) and Section 10.2(d8.2(b).

CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE. 8.1 The obligations obligation of Buyer to consummate enter into and complete the purchase of the Equity Interests are Closing is subject to the satisfaction or (to the extent not prohibited by Law) waiver by Buyer fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by it prior to the extent permitted by law: (a) Seller shall not have suffered any loss of academic accreditation by the HLC or the U.S. Department of Education; (b) All regulatory approvals with respect to the State of Colorado have been obtained by Seller at Seller's expense with respect to the transactions contemplated herein; (c) Receipt of (i) pre-approval of the change of ownership to be effected pursuant to the Transaction from the U.S. Department of Education, and (ii) any other necessary regulatory, governmental or other Third Party consents or approvals; (d) Approval of the change of ownership of the Business from the HLC; (e) No loss of Title IV status; (f) The representations and warranties of Seller contained in Section 5.2(a) (Capital Structure) this Agreement shall be true and correct in all respects (other than de minimis inaccuracies) on the date hereof and on as of the Closing Date as though made on and as of the Closing Date (except in the case of any representation or warranty expressly made as of an earlier dateDate, in which case as of such earlier date); (ii) the representations and warranties of Seller contained in Section 5.3(a) (Authorization), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Seller to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; (iii) the representations and warranties of Seller contained in Section 5.5(a) (Operations Since Reference Date) shall be true and correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (iv) the representations and warranties of Seller contained in Article V (other than the representations and warranties of Seller contained in Section 5.2(a) (Capital Structure), Section 5.3(a) (Authorization), Section 5.5(a) (Operations Since Reference Date), Section 5.22 (No Brokers), Section 5.25 (Vote Required) and Section 5.26 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, have a Material Adverse Effect; (v) the representations and warranties of Parent contained in Section 6.2 (Capital Structure) shall be true and correct in all respects (other than de minimis inaccuracies) on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date); (vi) the representations and warranties of Parent contained in Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes) shall be true and correct on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of such representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to materially impair or materially delay the ability of Parent to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements; and (vii) the representations and warranties of Parent contained in this Agreement (other than the representations and warranties set forth in Section 6.2 (Capital Structure), Section 6.3(a) (Authorization), Section 6.6 (Vote Required), Section 6.7 (No Brokers) and Section 6.8 (Takeover Statutes)), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except in the case of any representation or warranty expressly made as of an earlier date, in which case as of such earlier date), except for failures of representations and warranties to be true and correct which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements; (b) each of Parent and Seller shall have performed in or complied with all material respects its covenants covenants, terms and agreements required by this Agreement conditions to be performed at or by Seller prior to the Closing; (c) the Separation shall have been consummated in accordance with Closing and subject to the terms of this Agreement and the Separation Plan in all material respects; provided, however, that Buyer shall not be permitted to waive the condition set forth in this Section 10.2(c) without the prior written consent of Parent and Seller in the event that the consummation of the Closing prior to the consummation of the Separation in all material respects would have a material and adverse effect on the Retained Business, taken as a whole; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; and (e) there shall have been delivered to Buyer a certificate dated to this effect ("Seller's Closing Certificate") duly signed by an authorized officer of Seller; (g) The completion of a Bulk Sale Notice, if any; (h) Receipt of all necessary Permits to own and operate the facilities comprising the Business; (i) Buyer's satisfaction with respect to the Assumed Liabilities and proof of the payment or satisfaction in full by the Seller of the Excluded Liabilities; (j) Satisfactory completion (as determined by Buyer in its sole discretion) of Buyer's due diligence review of Seller, the Assets and the Business; (k) No violation of any material Contracts; (l) No Material Adverse Change in the Seller's financial condition, Business or Assets (including, without limitation, the composition of the faculty as of the Closing); (m) Final approval of the Transaction by the Board of Directors of the Seller; (n) Any other approvals reasonably determined to be appropriate by the Buyer after completion of due diligence; (o) Delivery by Seller of all of the items required under Section 2.2 hereof; (p) Signed releases in the form and substance reasonably acceptable to Buyer's counsel, from each of the holders of Shareholders' Loans; (q) The Schedules and Exhibits shall have been completed and delivered to Buyer in a form and substance satisfactory to Buyer. Furthermore, any Disclosure Schedule Update that may be required between the Delivery Date and the Closing Date, signed on behalf of Seller and Parent by a duly authorized officer of Seller and Parent, confirming the satisfaction shall not disclose any Material Adverse Change in any of the conditions information set forth in Section 10.2(a), Section 10.2(b), Section 10.2(ctherein; and (r) and Section 10.2(d)The absence of any order issued by any Governmental Authority that prohibits the consummation of the proposed Transaction.