Educational Approvals. Except to the extent any of the following actions, individually or in the aggregate, (i) could not reasonably be expected to result in a Material Adverse Effect or (ii) would be resolved by the posting of a Title IV Letter of Credit with DOE issued pursuant to the terms and conditions of this Agreement, the Borrower and each of its Subsidiaries shall:
(a) Take no action which would cause any Educational Institution to fail to qualify as an “eligible institution” for purpose of Title IV Program participation, as such term is defined in 34 C.F.R. Section 600.2, including without limitation, under 34 C.F.R. Section 600.40;
(b) Take no action which would cause any Educational Institution to fail to qualify as a “proprietary institution of higher education” as such term is defined at 34 C.F.R. Section 600.5;
(c) Maintain each Educational Institution’s compliance with the Non-Title IV Revenue Requirement, as such is required to be calculated under 34 C.F.R. Sections 668.14 and 668.28 or any successor regulations thereto;
(d) Maintain all Educational Approvals necessary to operate each Educational Institution as currently operated, including but not limited to maintaining all Accreditations and maintaining compliance with the state authorization requirements set forth in 34 C.F.R. Section 600.9;
(e) Submit a materially complete application for a renewal of certification to the DOE at least ninety (90) days prior to the expiration of such Educational Institution’s current period of participation in the Title IV Programs or, in the event of the DOE’s selection of an Educational Institution for recertification, submit a materially complete application for renewal to the DOE on or before the date specified in the notice of selection for recertification;
(f) Cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current Program Participation Agreement with the DOE;
(g) Take no action that would cause any Educational Institution to undergo a Change of Control;
(h) Cause each Educational Institution to comply with the financial responsibility requirements of 34 C.F.R. Section 668, Subpart L, including where applicable satisfying the “zone alternative” requirements set forth at 34 C.F.R. Section 668.175(d) or with respect to the posting of a Title IV Letter of Credit;
(i) Cause each Educational Institution to maintain all Cohort Default Rates within the standards required under appl...
Educational Approvals. (i) Each School is certified by the DOE as an eligible institution under Title IV and is a party to, and in compliance in all material respects with, a valid program participation agreement with the DOE. Neither the Company nor any School has received notice that any Educational Approval will not be renewed and there is no basis for non-renewal.
(ii) The Company has received and maintained without interruption all Educational Approvals material to each School's operations and receipt of all Financial Assistance since July 1, 1995 during the Company's period of ownership of such School.
(iii) There exists no fact, circumstance, act or omission with respect to the present or prospective financial condition, business or operations of the Company, any Subsidiary or any School (except as may solely relate to the Purchaser or Parent) that could serve as a basis to revoke, deny, withdraw, terminate, suspend, condition or limit any Educational Approval for the Company, any School or any consents or approvals of Education Agencies necessary to permit the transaction to be consummated and ownership of the Company and the Schools transferred to Purchaser without forfeiture or material impairment of any Educational Approval, including any consent or approval required to be obtained after the first date on which Purchaser owns a majority of the Shares (the "Change of Ownership Date").
(iv) Except as set forth in Section 4.20(c)(iv) of the Company's ------------------- Disclosure Schedule, since July 1, 1996, neither the Company nor any School has received any notice with respect to any alleged violation of any Education Law with respect to any School, including with respect to recruitment, sales and marketing activities, or the terms of any program participation agreement to which the Company (including any School) is or was a party, the failure to comply with which could cause, individually or in the aggregate, a material adverse effect on any School or the Company.
(v) No person who exercises substantial control over the Company, any School or any Subsidiary (as the term "substantial control" is defined under 34 C.F.R. (S) 600.30) or any member or members of that person's family, alone or together, exercises or, since July 1, 1994 has exercised, substantial control over another post-secondary institution, other than the Schools, or a third- party servicer. Since July 1, 1994, none of the Company, any Subsidiary, any School or the chief executive officer of the Compan...
Educational Approvals. (a) Section 4.15(a) of the Disclosure Schedule lists, with respect to the Institution, each Educational Approval issued by or in effect from any Educational Agency since the Compliance Date, and are all the Educational Approvals necessary to conduct the operations of the Business to the full extent as to which it is now or has been since the Compliance Date conducted, including (i) with respect to any educational program(s) offered by the Institution; (ii) with respect to the authority of the Institution to recruit students in any state where it recruits students; (iii) with respect to the eligibility of its students or graduates to be eligible to obtain certification or state licensure as a medical doctor, or take any examinations to obtain such certification or licensure; and (iv) with respect to all locations, branches, campuses, clinical training facilities, buildings, classrooms, learning sites and facilities at which any portion of an educational program is offered or taught in whole or in part by or in association with the Institution. The Sellers have delivered or made available to the Buyers true, complete and correct copies of all Educational Approvals.
(b) Except as set forth on Section 4.15(b) of the Disclosure Schedule, the Educational Approvals set forth on Section 4.15(a) of the Disclosure Schedule, copies of which have been provided to the Buyers, are true, complete and correct and in full force and effect, including provisional and non-provisional certifications, and no proceeding, audit, review or investigation for, or which reasonably would be expected to result in, the suspension, limitation, revocation, condition, restriction, withdrawal, termination or cancellation of any of them, or the imposition of a fine or material liability, is pending or, to the Knowledge of the Sellers, has been threatened. Except as set forth on Section 4.15(b) of the Disclosure Schedule, to the Knowledge of the Sellers, there are no facts, circumstances or omissions concerning the AUC Entities or the Institution which reasonably would be expected to result in such a proceeding, audit, review or investigation. None of the AUC Entities nor the Institution has received any notice that any of the Educational Approvals set forth on Section 4.15(a) of the Disclosure Schedule will not be renewed (to the extent that renewal is required) and there is no basis for any such nonrenewal (if applicable).
(c) No Educational Agency that issues a Post-Closing Educational Not...
Educational Approvals. (1) Each School currently offers educational instruction at the sites, buildings and facilities listed on Part I of Section 4.20(g)(1) of the Company Disclosure Letter, except that the Company does not list any sites at which its students participate in clinical affiliations. Part II of Section 4.20(g)(1) of the Company Disclosure Letter includes a correct and complete list of the full address of any site, building, or facility of any sort other than as listed on Part I of Section 4.20(g)(1) of the Company Disclosure Letter at which either the Company or any School since July 1, 1997 has offered fifty percent (50%) or more of an educational program for which students received Title IV Program assistance, and the dates during which such educational program was provided at each such site, building, or facility. For purposes of this Agreement, the sites, buildings and facilities listed on Section 4.20(g)(1) of the Company Disclosure Letter will be referred to individually as a "Campus" and collectively as "Campuses." Except as set forth in Section 4.20(g)(1) of the Company Disclosure Letter, the Company, its Subsidiaries and its Schools do not provide and since July 1, 1997, have not provided fifty percent (50%) or more of any educational program for which students received Title IV Program assistance to any student at any site, building, or facility other than at the Campuses.
(2) Section 4.20(g)(2) of the Company Disclosure Letter is a complete and correct list of each eligible institution as defined by the DOE operated by the Company and its Subsidiaries since July 1, 1997, with each Campus identified as a main campus or additional location, as applicable, and with applicable Office of Postsecondary Education Identification Numbers.
(3) The Company, its Subsidiaries and its Schools have received and maintained without interruption all necessary Educational Approvals for each School's and Campus' operations and receipt of all Student Financial Assistance Program funds since July 1, 1997, except where such interruption could not reasonably be expected to have a Material Adverse Effect on the Company.
(4) The Company, its Subsidiaries and its Schools have received and maintained without interruption since July 1, 1997, all necessary Educational Approvals for each School and Campus to offer each educational program the School or Campus has offered and offers, and to offer Student Financial Assistance Program funds to the students enrolled in each such educatio...
Educational Approvals. Cardinal shall have received a DOE Preacquisition Review Notice which shall not (i) indicate the existence of any impediment to the issuance by the DOE of a TPPPA with respect to any Title IV Cardinal School following the Closing that, individually or in the aggregate, would reasonably be expected to result in a Combined Company Material Adverse Effect; or (ii) include any terms or conditions that, individually or in the aggregate, would reasonably be expected to result in a Combined Company Material Adverse Effect.
Educational Approvals. Procurement and maintenance of all necessary Educational Approvals for the Academic Programs and the locations at which such programs are offered, including state agency approvals, regional accreditation, and programmatic accreditation. To the extent applicable, coordinating accreditation with the Higher Learning Commission through 2025-2026 on an open pathway and programmatic accreditation and affiliation from organizations such as ACBSP, MAERB, CODA, CCNE, GAC/PMI, IFSAC, NASAC, SHRM, and NAADAC; provided however, New University may elect, as part of the Support Functions performed by Contributor under this Agreement, to seek assistance from Contributor for such procurement and maintenance of these Educational Approvals.
Educational Approvals. Without limiting the generality of Section 5.04:
(a) The Parties shall cooperate and use reasonable best efforts to obtain the Pre-Closing Educational Consents necessary for the consummation of the transactions contemplated by this Agreement. Prior to the Closing, the Parties will coordinate regarding the prompt submission to all applicable Educational Agencies of all letters, notices, applications or other documents required to obtain the Pre-Closing Educational Consents. At reasonable and practicable times following the date hereof, Purchaser and Seller shall, and Seller shall cause its Affiliates (including the Company Group) to, make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Educational Agency in connection with the transactions contemplated hereby, including, (A) the DOE Preacquisition Application and the Notice to the Minnesota Office of Higher Education no later than 30 days from the date hereof and (B) the Change of Control, Organization and Legal Structure application with the Higher Learning Commission by October 30, 2020. Each Party shall provide the other with: (i) reasonable advance review and consultation regarding any notices or applications to be filed with any Educational Agency with respect to any Pre-Closing Educational Consent; and (ii) a copy of any notice or application as filed with, or any notice received from, any Educational Agency with respect to any Pre-Closing Educational Consent. The Parties will pursue the comprehensive pre-acquisition review process provided by the DOE. To the extent practical, prior to attending any meetings, telephone calls or discussions with any Educational Agency concerning the transactions contemplated by this Agreement, the Parties shall discuss and agree upon strategy and issues to be pursued and responses to likely questions. The Parties will use their respective reasonable best efforts to ensure that their appropriate officers and employees shall be available to attend, as any Educational Agency may reasonably request, any scheduled meetings or telephone calls in connection with the transactions contemplated hereby.
(b) In furtherance of the foregoing, to the extent that the DOE issues a DOE preacquisition review letter containing conditions that result in such letter not meeting the definition of “DOE Preacquisition Response” or containing a Burdensome Condition, or an Educational Agency deni...
Educational Approvals. (i) The Company shall have obtained written responses from DOE to the Pre-Closing DOE Review Applications which responses evidence, in the reasonable judgment of both the Company and Buyer, that (A) the Pre-Closing DOE Review Applications are materially complete; and (B) there is no material impediment to the issuance of a TPPPA to each Institution following the date of Closing; provided, however, subject to Section 9.1(c)(ii), a material impediment shall not include any conditions that may be imposed by DOE concurrently with the issuance of a TPPPA; and provided further that prior to invoking this condition each Party shall use all Commercially Reasonable Efforts to obtain such written responses that include such evidence.
(ii) The Buyer shall have received certain reasonable assurances from DOE, as set forth in Section 9.1(c)(ii) of the Buyer Disclosure Schedule, regarding the issuance of a TPPPA or PPPA to any Institution.
(iii) The Company and each Institution or School, as appropriate, shall have obtained all Pre-Closing Educational Consents listed on Section 9.1(c)(iii) of the Company Disclosure Schedule.
Educational Approvals. There exist no facts or circumstances attributable to Buyer, the Acquisition Sub, any of Buyer's or Acquisition Sub's Affiliates or any other Person that exercises Substantial Control with respect to the Buyer, the Acquisition Sub or any of their respective Affiliates, or any educational institution that is under the Substantial Control of Buyer, Acquisition Sub or any of their respective Affiliates, that would, individually or in the aggregate, adversely affect the Buyer's, the Acquisition Sub's or Company's ability to obtain any Pre-Closing Educational Consent, Post-Closing Educational Consent, Educational Approval or other consent or approval that must be obtained in order to continue the operation of any Company School. None of the Buyer, the Acquisition Sub, any Affiliate of Buyer or Acquisition Sub, any Person that exercises Substantial Control over the Buyer or Acquisition Sub, or, to the Buyer's Knowledge, any member of such Person's family (as the term "family member" is defined in 34 C.F.R. § 668.174(c)(4)), alone or together, (i) exercises or exercised Substantial Control over another institution or third-party servicer (as that term is defined in 34 C.F.R. § 668.2) that owes a material liability for a violation of a Title IV Program requirement or (ii) owes a material liability for a Title IV Program violation. None of the Buyer, the Acquisition Sub, any Affiliate of Buyer or Acquisition Sub, any Person that exercises Substantial Control over the Buyer or Acquisition Sub, or any member of such Person's family (as the term "family member" is defined in 34 C.F.R. § 668.174(c)(4)), has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy. None of the Buyer, the Acquisition Sub, any Affiliate of Buyer or Acquisition Sub, any Person that exercised Substantial Control over the Buyer, the Acquisition Sub or any of Buyer's or Acquisition Sub's directors or senior officers, or to Buyer's Knowledge, any employees of Buyer or Acquisition Sub, have pled guilty to, pled nolo contendere to, or been found guilty of, a crime involving the acquisition, use or expenditure of funds under the Title IV Programs or been judicially determined to have committed fraud involving funds under the Title IV Programs. Neither the Buyer, the Acquisition Sub nor any Affiliate of the Buyer or the Acquisition Sub that exercises Substantial Control over any institution that participates in the Title IV programs has knowingly contracted with a...
Educational Approvals. To the Knowledge of the Purchaser, there are no facts or circumstances concerning the Purchaser, any Affiliate of the Purchaser, or any Person that exercises substantial control over the Purchaser or any Affiliate of the Purchaser (as the term "substantial control" is defined in 34 C.F.R. ss. 668.174(c)(3)) that could result in the denial or delay in issuance of, (a) the Pre-Acquisition Notice or any of the other Required Closing Consents or (b) the imposition of any condition materially adverse to the Purchaser in any Educational Approval to be issued in connection with the consummation of the transactions contemplated under this Agreement, except the open program review being conducted by the DOE of academic years 2002/2003, 2003/2004 and 2004/2005 of Interboro Institute, Inc.
