Education Matters Sample Clauses

Education Matters. UAV shall use its commercially reasonable efforts not to, and shall cause UAV to use its commercially reasonable efforts not to, suffer, permit or take any action which would be likely to cause the loss of any Education Approval.
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Education Matters. (i) Pre-Closing Education Notices and Consents. The Education Consents set forth on Section 7.3(a)(i) of the Disclosure Schedule and the ED Abbreviated Pre-Acquisition Review Notice shall have been obtained or effectuated, as applicable, and no Education Agency listed on Section 7.3(a)(i) of the Disclosure Schedule shall have notified UAV, Seller, or Purchaser in writing that it has made a determination not to issue an Education Consent set forth on Section 7.3(a)(i) of the Disclosure Schedule. Notwithstanding the foregoing, if as of the Closing Date, the conditions set forth in Section 7 have been satisfied or waived, other than the issuance of an ED Abbreviated Pre-acquisition Review Notice pursuant to this Section 7.3(a)(i), then the condition of the ED Abbreviated Pre-Acquisition Review Notice shall be deemed waived.
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Education Matters. (a) The University currently maintains, and since July 1, 2017 (the “Compliance Date”) has maintained without interruption, in all material respects, all Educational Approvals necessary or required for the operation of the University. The University is a party to, and is in compliance, in all material respects, with a valid and effective program participation agreement with ED, and has a current eligibility and certification approval report issued by ED, which is accurate in all material respects. (b) There are no Actions pending to revoke, suspend, terminate, withdraw, cancel, or to materially limit, condition, or restrict any Educational Approval issued to the University or, to the Seller Parties’ Knowledge, threatened. (c) Section 3.17(c) of the Disclosure Schedule sets forth a correct and complete list of all Educational Approvals currently held by the University or Seller Parties since the Compliance Date. The University is, and since the Compliance Date has been, in compliance, in all material respects, with all Educational Requirements and with the material terms and conditions of all Educational Approvals. Since the Compliance Date, neither the University nor Seller Parties has, with respect to each Educational Approval currently held by the University or Seller Parties: (i) been on or received written notice that the University or Seller Parties will be placed on probation, monitoring, or warning status, or subject to any material additional reporting requirements, with any Educational Agency; (ii) received written notice that any of the Educational Approvals will not be renewed; (iii) been subject to any adverse action by any Educational Agency to revoke, withdraw, deny, suspend, materially condition, or materially limit an Educational Approval (including being directed to show cause why an Educational Approval should not be revoked, withdrawn, conditioned, suspended, or limited); or (iv) received written notice that the University or Seller Parties is in violation in any material respect with any Educational Requirements or the terms or conditions of any Educational Approval. The Seller Parties and University have submitted, in all material respects, all applications and materials that are due and required by the applicable Educational Agency for the renewal of all Educational Approvals that are currently scheduled for renewal. Since the Compliance Date, neither the University nor Seller Parties has received written notice from an Educational Ag...
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Education Matters. 31.01 The Employer will schedule in-house training sessions on non-scheduled working days, Monday through Friday inclusive. Mandatory educational or mandatory training courses required by legislation or the County must be taken within time frames specified by the Employer. For clarity, this provision does not apply to any time spent by an employee obtaining or seeking the following: 1. EMCA certification
Sample 1
Education Matters. (a) The Selling Stockholders and the Company will not, and will not permit the School to, suffer, permit or take any action which would reasonably be likely to cause (a) the loss of any Accreditation or Educational Approval of the School, or which would reasonably be likely to subject a School to a fine, limitation, suspension or termination action by ED not including provisional certification, posting a letter of credit or reporting status, (b) any School to lose Title IV Program eligibility as to any of its locations, branches or programs, or its eligibility to participate in one or more of the Title IV Programs in which and to the extent that it currently participates. (b) The Selling Stockholders and the Company will, and will cause the School to, comply with (i) all Laws and Educational Laws, the violation of which would terminate or materially impair the eligibility or approval of the Selling Stockholders, the Company or the School, for participation, if applicable, in any student Financial Assistance programs, including the Title IV Programs, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and all other consumer credit laws applicable to the Selling Stockholders, the Company or the School in connection with the advancing of student loans, (iii) all applicable statutory and regulatory State Education Agency requirements for authorization to provide postsecondary education, and (iv) all applicable Accreditation requirements. (c) Without limiting the generality of the foregoing and notwithstanding any limitation contained therein, the Selling Stockholders and the Company shall, and shall cause the School to, maintain in full force and effect (i) its status as an “eligible institution,” as defined in 34 C.F.R. §§ 600.2 and 600.5 (and the other sections incorporated therein by reference, as applicable), (ii) its certification or any other approval to participate in all Financial Assistance programs in which and to the extent that it currently participates, (iii) its Accreditations, (iv) its licenses to provide postsecondary education in all jurisdictions where it is so licensed, and (v) all other Educational Approvals. The Selling Stockholders and the Company shall, and shall cause the School to take all steps to renew timely and maintain all Educational Approvals, and timely respond to and resolve findings of non-compliance asserted by any Education Agency. Without limiting the generality of the foregoing and notwithstanding any limitat...
Sample 1
Education Matters. 9.10.1 Except as noted in this Section 9.10.1 and except for actions taken in connection with the planned closure of the Xxxxxxxxx Lewistown Hospital School of Nursing (the “Nursing School”) detailed below (which is currently anticipated to occur in August, 2023, and will result in the loss of its Education Approvals), GH shall use its commercially reasonable best efforts not to suffer, permit or take any action which would reasonably be likely to (a) cause the loss of any material Education Approval of any School, or (b) otherwise cause any School to lose Title IV Program eligibility. The Parties acknowledge that before Closing the Nursing School may close and cease to operate as a separate School and that the closure of the Nursing School would, among other things, result in a loss of the Nursing School’s Education Approvals. The Parties also acknowledge that GCSOM plans to add a new nursing program that is different from the program offered by the Nursing School and will be provided initially at the current location of the Nursing School. GH shall use commercially reasonable best efforts to keep RH and Kaiser apprised regarding developments related to such process. 9.10.2 Except as noted in Section 9.10.1, GH shall comply in all material respects with Education Laws, the violation of which would terminate, or could reasonably be expected to terminate, a material Education Approval of any School, provided, however, that the foregoing shall not prohibit the Nursing School’s planned closure in August, 2023, which, as contemplated by Section 9.10.1 above, will result in the loss of its Education Approvals. 9.10.3 Each of RH, Kaiser and GH shall use its commercially reasonable best efforts to assist with the process of effectuating or obtaining, as applicable, the Pre-Closing Education Notices and Consents described in Section 9.5.5. RH and Kaiser shall promptly upon request by GH supply GH with any information reasonably required for GH to submit or initiate any notice, filing, response, or other communication with an Education Agency regarding the Transactions contemplated by this Agreement or in connection with any of the Pre-Closing Education Notices and Consents. Except where prohibited by applicable Legal Requirements or Education Law or by any Government Entity or Education Agency, each of RH, Kaiser, and GH shall each use its commercially reasonable best efforts to: (a) consult and cooperate with each other prior to GH submitting to an Education Agen...
Sample 1
Education Matters. (a) Contributor and ED Institution currently maintain and, since January 1, 2015, (the “Compliance Date”), have maintained without interruption in all material respects, all Educational Approvals necessary or required for the conduct of the business and operations of ED Institution. ED Institution is a party to, and is in compliance in all material respects with, a valid and effective Program Participation Agreement with ED, and has a current and accurate, in all material respects, Eligibility and Certification Approval Report issued by ED. (b) There are no material proceedings pending to revoke, suspend, withdraw, or to materially limit, condition, or restrict any Educational Approval. Neither Contributor nor ED Institution has received written notice that any of the Educational Approvals will not be renewed, nor, to Contributor’s knowledge, is there any basis for such a non-renewal. Since the Compliance Date, other than as set forth in Section 4.13(b) of the Disclosure Schedule, neither Contributor nor ED Institution has received written notice that either of them are in violation in any material respect with the terms or conditions of any Educational Approval. (c) Except as set forth in Section 4.13(c) of the Disclosure Schedule, ED Institution is and, since the Compliance Date, has been in compliance in all material respects with all Educational Requirements and with the terms and conditions of all Educational Approvals. (d) In addition, and without limiting the foregoing: (i) Each educational program offered by ED Institution and for which students receive federal student aid under Title IV Programs is, and since the later of the Compliance Date or the date on which Title IV Program funds were disbursed to students enrolled in the program has been, an eligible program in compliance in all material respects with the requirements of 34 C.F.R. § 668.8; (ii) since the Compliance Date, ED Institution has complied in all material respects with the requirements set forth at 20 U.S.C. § 1094(a)(20) and 34 C.F.R. § 668.14(b)(22); (iii) since the Compliance Date, ED Institution has complied in all material respects with the applicable provisions of 34 C.F.R. §§ 668.171-175; (iv) except as set forth in Section 4.13(d)(iv) of the Disclosure Schedule, since the Compliance Date, no Educational Agency has required ED Institution to post a letter of credit or other form of surety for any reason, including any request for a letter of credit based on late refunds pursu...
Sample 1
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Education Matters. The Company shall use its commercially reasonable efforts not to, and shall cause each Acquired Company to use its commercially reasonable efforts not to, suffer, permit or take any action which would be likely to cause the loss of any Education Approval.
Sample 1

Related to Education Matters

  • Transition Matters (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

  • Union Matters An accurate list and description (in all material respects) of all union contracts and collective bargaining agreements of TBAY, if any. (Schedule Q.)

  • Pension Matters Schedule 7.17 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Laws so qualifies. Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Laws, (y) there are no existing or pending (or to the knowledge of any Obligor or any of its Subsidiaries, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. As of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Health Care Matters Without limiting the generality of any representation or warranty made in Article 7 or any covenant made in Articles 8 or 9, each Borrower represents and warrants on a joint and several basis to and covenants with the Administrative Agent and each Lender, and shall be deemed to represent, warrant and covenant on each day on which any advance or accommodation in respect of any Loan is requested or made or any Liabilities shall be outstanding under this Agreement (or any Affiliate Term Loan Liabilities shall be outstanding under the Term Loan Agreement), that:

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • TRAINING AND RELATED MATTERS The parties recognise that in order to increase the efficiency and productivity of the company a significant commitment to structured training and skill development is required. Accordingly the parties commit themselves to: a) The parties to this Agreement recognise the importance of the apprenticeship system to the construction industry. It is agreed that every employer party to this Agreement who employs five (5) or more tradespersons in any one classification shall undertake to employ at least one (1) apprentice or make arrangements to host an apprentice from an agreed group apprenticeship scheme. Where an employer does not currently have an apprentice as per this provision, reasonable time shall be allowed to enable the employer to comply with this clause. Further, the parties are committed to a strong ratio of apprentices in the industry. Apprenticeship levels on a specific project may be discussed at the Project Pre-Commencement Conference (refer Clause 16). b) Providing employees with the opportunity to acquire additional skills within relevant career path structures through appropriate structured training based on nationally endorsed (i.e. Construction Training Australia endorsed) competency standards and curriculum; c) Actively encouraging employees to seek formal recognition of their skills (i.e. recognition of prior learning); and d) Using training providers accredited and acceptable to the parties. The CFMEU, MBAV and other employer associations are legitimately engaged in providing training to industry and it is hereby agreed that all parties will properly recognise and accept the validity of nationally accredited training as provided by the other parties. e) The parties will consult on the development of training programs which are consistent with the following: • Training provided will be consistent with the company’s business requirements, relevant to the work of the employees, consistent with the skills development of each employee and with applicable national competency standards. • Training may be taken either on or off the job with all reasonable steps being taken to conduct training in normal working hours. • If an approved training activity is undertaken during ordinary working hours, the employee/s concerned shall not suffer any loss of pay. • Approved training activities undertaken outside of ordinary hours will be paid at single time or will, at the employee’s option, be taken as time off in lieu of payment. Provided that the scheduling of time off must be consistent with the needs of the business and be by agreement with the company. • Training costs of courses approved by the company will be met by the company. • The company will not be asked to meet the costs of training undertaken by employees which was not approved by the company. • Leave of absence granted pursuant to this clause shall count as service for all purposes of the award and this agreement. • Accredited members of the union will be allowed up to 5 days per year, without loss of pay, to attend trade union educational courses conducted or approved by the union. (see appendix H) f) The parties to this Agreement recognise the importance of the role that Apprentices/Trainees fulfill within the industry and, more importantly, a role that they will fulfill as trades persons following the conclusion of the indentures. To this end the Victorian Building Industry Consultative Committee will investigate ways of enhancing employment prospects for Apprentice/Trainees. In addition it is agreed that, where appropriate, employers will use their best endeavours to employ Apprentices/Trainees in order to ensure appropriate trade persons levels for the future.

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