Common use of Consents, Authorizations and Conflicts Clause in Contracts

Consents, Authorizations and Conflicts. (a) The Company has the full corporate power and authority to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Company Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the Transaction, nor the performance by the Company of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and MergerCo) except for: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained and Notices that have been duly given on or before the date hereof, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) can not reasonably be expected to have a Company Material Adverse Effect. (b) At the Closing Date, this Agreement and each other Company Document will be duly authorized, executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company of the Company Documents, the performance by the Company of its obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Company's certificate or articles of incorporation or bylaws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can not reasonably be expected to have a Company Material Adverse Effect: (x) any Laws (as defined in Section 3.08) applicable or relating to the Company or any of the businesses or assets of the Company, or (y) any Company Permit (as defined in Section 3.08) or Company Contract (as defined in Section 3.09).

Consents, Authorizations and Conflicts. (a) The Company Each Acquiror has the full corporate power and authority to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company such Acquiror in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Company Acquiror Documents"). Neither the execution and delivery by the Company Acquirors of this Agreement or any of the other Company Acquiror Documents, nor the consummation by the Company Acquirors of the Transaction, nor the performance by the Company Acquirors of its their other obligations hereunder or thereunder, require or will require any governmental authority Consent or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") Notice applicable to the Company Acquirors (as opposed to NHTC and MergerCothe Company) except for: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from (x) the Board of Directors of NHTC, and (y) the Board of Directors and stockholders of the CompanyMergerCo, (iii) Consents that have been duly obtained and Notices that have been duly given on or before the date hereof, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) can not reasonably be expected to have a Company an Acquiror Material Adverse Effect. (b) At the Closing Date, this Agreement and each other Company Acquiror Document will be duly authorized, executed and delivered by the Company Acquiror(s) party thereto and will constitute the legal, valid and binding obligations of the Company such Acquiror(s) enforceable against the Company such Acquiror(s) in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company Acquirors of the Company DocumentsAcquiror Documents to which they are (or are to be) respectively a party, the performance by the Company Acquirors of its their respective obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Companyeither Acquiror's certificate or articles of incorporation or bylaws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can not reasonably be expected to have a Company an Acquiror Material Adverse Effect: (x) any Laws (as defined in Section 3.08) applicable or relating to the Company NHTC or any Subsidiary thereof or any of the businesses or assets of the CompanyNHTC or any Subsidiary thereof, or (y) any Company NHTC Permit (as defined in Section 3.084.04) or Company any Subsidiary thereof, or (z) any Contract (as defined in Section 3.09)to which NHTC or any Subsidiary thereof is a party or by which any of their respective businesses, properties, assets or operations are subject or bound.

Consents, Authorizations and Conflicts. (a) The Company Each Acquiror has the full corporate or limited liability company power and authority authority, as the case may be, to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company such Acquiror in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Company Acquiror Documents"). Neither the execution and delivery by the Company Acquirors of this Agreement or any of the other Company Acquiror Documents, nor the consummation by the Company Acquirors of the Transaction, nor the performance by the Company Acquirors of its their other obligations hereunder or thereunder, require or will require any governmental authority Consent or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") Notice applicable to the Company Acquirors (as opposed to NHTC and MergerCothe Company) except for: (i) the filing of a certificate articles of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the CompanyAcquirors, (iii) Consents that have been or shall be duly obtained and Notices that have been or shall be duly given on or before the date hereofEffective Time, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) can not reasonably be expected to have a Company an Acquiror Material Adverse Effect. (b) At the Closing Date, this Agreement and each other Company Acquiror Document will be duly authorized, executed and delivered by the Company Acquiror(s) party thereto and will constitute the legal, valid and binding obligations of the Company such Acquiror(s) enforceable against the Company such Acquiror(s) in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company Acquirors of the Company DocumentsAcquiror Documents to which they are (or are to be) respectively a party, the performance by the Company Acquirors of its their respective obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Companyeither Acquiror's certificate or articles of incorporation or organization or bylaws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can not reasonably be expected to have a Company an Acquiror Material Adverse Effect: (x) any Laws (as defined in Section 3.08) applicable or relating to the Company PWEI or MergerCo or any of the businesses or assets of the CompanyPWEI or MergerCo, or (y) any Company PWEI Permit (as defined in Section 3.084.04) or Company MergerCo, or (z) any Contract (as defined in Section 3.09)to which PWEI or MergerCo is a party or by which any of their respective businesses, properties, assets or operations are subject or bound.

Consents, Authorizations and Conflicts. (a) The Neither the execution and delivery by the Company has or any Company Stockholder (collectively, the full corporate power and authority to enter into this Agreement "Company Parties"; and each individually, a "Company Party") of this Agreement, the Power of Attorney, Registration Rights Agreement or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the any Company Party in connection with this Agreement and/or any of the Transaction Transactions (collectively with the Agreementcollectively, the "Company Party Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the TransactionTransactions, nor the performance by the Company of any of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and MergerCoNHTC) except forfor such Consents and Notices: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained (in the case of Consents) or given (in the case of Notices) and Notices that have been duly given on are unconditional and in full force and effect, or before the date hereof, and (ivii) Consents and Notices of which the failure to obtain (in the case of Consents) or give (in the case of Notices) can could not reasonably be expected to have a Company Material Adverse Effect. (b) At the Closing Date, this This Agreement and each other Company Party Document has been (or prior to the Closing will be be) duly authorizedauthorized (in the case of the Company and the Corporate Company Stockholders), executed and delivered by the each Company Party party thereto and will constitute the legal, valid and binding obligations of the such Company Party enforceable against the such Company Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company Parties of the Company DocumentsParty Documents to which they are respectively a party, the performance by the Company Parties of its their respective obligations thereunder, and the consummation of the TransactionTransactions, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Company's or any Corporate Company Stockholder's certificate or articles of incorporation or bylawsby-laws (or equivalent governing instruments), or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can could not reasonably be expected to have a Company Material Adverse Effect: , and assuming satisfaction of the matters referred to in Section 2.02(a): (x) any Laws (as defined in Section 3.08) applicable or relating to the any Company Party or any of the businesses or assets of the CompanyCompany or any Subsidiary thereof, or (y) any Company Permit (as defined in Section 3.082.07) or Company Contract (as defined in Section 3.09)Contract.

Consents, Authorizations and Conflicts. (a) The Neither the execution and delivery by the Company has of this Agreement, the full corporate power and authority to enter into this Bxxx of Sale, the Voting Trust Agreement, the Registration Rights Agreement and each (as defined in Section 6.02(i) hereof) or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transaction Transactions (collectively with the Agreementcollectively, the "Company Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the TransactionTransactions, nor the performance by the Company of any of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and MergerCoHoldings) except forfor such Consents and Notices: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained (in the case of Consents) or given (in the case of Notices) and Notices that have been duly given on are unconditional and in full force and effect, or before the date hereof, and (ivii) Consents and Notices of which the failure to obtain (in the case of Consents) or give (in the case of Notices) can could not reasonably be expected to have a Company Material Adverse Effect. (b) At the Closing Date, this This Agreement and each other Company Document has been (or prior to the Closing will be be) duly authorized, executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company of the Company Party Documents, the performance by the Company of its respective obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Company's certificate or articles of incorporation or bylawsby-laws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can could not reasonably be expected to have a Company Material Adverse Effect: , and assuming satisfaction of the matters referred to in Section 2.02(a): (x) any Laws (as defined in Section 3.08) applicable or relating to the Company or any of the businesses or assets of the CompanyCompany or any Subsidiary thereof, or (y) any Company Permit (as defined in Section 3.082.07) or Company Contract (as defined in Section 3.09)Contract.

Consents, Authorizations and Conflicts. (a) The Company has Neither the full corporate power execution and authority to enter into this delivery by NHTC, the Registration Rights Agreement and each or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company NHTC in connection with this Agreement and/or any of the Transaction Transactions (collectively with the Agreementcollectively, the "Company NHTC Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the TransactionTransactions, nor the performance by the Company NHTC of its other obligations hereunder or thereunder, require any Consent or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") Notice applicable to the Company NHTC (as opposed to any Company Party) (including without limitation such Consents and Notices as may be necessary or appropriate in order to preserve for (x) the educational/vocational operations and facilities of NHTC and MergerCoits Subsidiaries (the "NHTC Educational Facilities") their accredited status, and (y) students of the NHTC Educational Facilities, as such, access to the financial aid programs to which they currently have access, at substantially current levels) except forfor such Consents and Notices: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained (in the case of Consents) or given (in the case of Notices) and Notices that have been duly given on are unconditional and in full force and effect, or before the date hereof, and (ivii) Consents and Notices of which the failure to obtain (in the case of Consents) or give (in the case of Notices) can could not reasonably be expected to have a Company an NHTC Material Adverse Effect. (b) At the Closing Date, this This Agreement and each other Company NHTC Document has been (or prior to the Closing will be be) duly authorized, executed and delivered by the Company NHTC and will constitute the legal, valid and binding obligations of the Company NHTC enforceable against the Company NHTC in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company NHTC of the Company NHTC Documents, the performance by the Company NHTC of its respective obligations thereunder, and the consummation of the TransactionTransactions, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the CompanyNHTC's certificate or articles of incorporation or bylawsby-laws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can could not reasonably be expected to have a Company an NHTC Material Adverse Effect: , and assuming satisfaction of the matters referred to in Section 3.02(a): (x) any Laws (as defined in Section 3.08) applicable or relating to the Company NHTC or any of the businesses or assets of the CompanyNHTC or any Subsidiary thereof, or (y) any Company NHTC Permit (as defined in Section 3.083.07) or Company NHTC Contract (as defined in Section 3.093.08).

Consents, Authorizations and Conflicts. (a) The Company has Neither the full corporate power execution and authority to enter into delivery by the Voting Trustee of the Voting Trust Agreement nor the execution and delivery by the NHTC Parties of this Agreement, the Bxxx of Sale (in the case of Holdings), the Registration Rights Agreement and each (in the case of NHTC) or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company either NHTC Party in connection with this Agreement and/or the Transaction Transactions (collectively with (including the Voting Trust Agreement), the "Company NHTC Party Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the Transaction, nor the performance by either NHTC Party or the Company Voting Trustee of its their other respective obligations hereunder or thereunder, require any Consent or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") Notice applicable to either NHTC Party or the giving of any notice ("Notice") applicable to the Company Voting Trustee (as opposed to any Company Party) (including without limitation such Consents and Notices as may be necessary or appropriate in order to preserve for (x) the educational/vocational operations and facilities of NHTC and MergerCoits Subsidiaries (the "NHTC Educational Facilities") their accredited status, and (y) students of the NHTC Educational Facilities, as such, access to the financial aid programs to which they currently have access, at substantially current levels) except forfor such Consents and Notices: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained (in the case of Consents) or given (in the case of Notices) and Notices that have been duly given on are unconditional and in full force and effect, or before the date hereof, and (ivii) Consents and Notices of which the failure to obtain (in the case of Consents) or give (in the case of Notices) can could not reasonably be expected to have a Company an NHTC Material Adverse Effect. (b) At the Closing Date, this This Agreement and each other Company NHTC Party Document has been (or prior to the Closing will be be) duly authorized, executed and delivered by the Company NHTC Party(ies) party thereto and will constitute the legal, valid and binding obligations of the Company NHTC Party(ies) party thereto enforceable against the Company such NHTC Party(ies) in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company NHTC Parties and the Voting Trustee of the Company DocumentsNHTC Party Documents to which they are respectively a party, the performance by the Company NHTC Parties and the Voting Trustee of its their respective obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien (as defined in Section 3.05) under: (i) the Companyeither NHTC Party's certificate or articles of incorporation or bylawsby-laws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition can could not reasonably be expected to have a Company an NHTC Material Adverse Effect: , and assuming satisfaction of the matters referred to in Section 3.02(a): (x) any Laws (as defined in Section 3.08) applicable or relating to either NHTC Party or the Company Voting Trustee or any of the businesses or assets of the CompanyNHTC or any Subsidiary thereof, or (y) any Company NHTC Permit (as defined in Section 3.083.07) or Company NHTC Contract (as defined in Section 3.093.08).