Educational Contracts. Before the School Department enters into any outside educational contracts that directly affect the teaching-learning situation in the classroom, the contract shall be submitted for discussion by the Steering Committee. Prior to the bringing of any grievance resulting from such a contract to arbitration, the Union shall submit the dis- pute for consideration by the Steering Committee. If within thirty (30) days of its presentation the Steering Committee reaches a decision on how to resolve the grievance, it shall be considered resolved and shall not be appealable to arbitration.
Educational Contracts. Except as set forth in Section ---------------------- 2.7 of the Seller Disclosure Schedule:
Educational Contracts. Except as set forth in Section 2.7 --------------------- of the Companies' Disclosure Schedule: (a) Neither of the Companies is in breach or default under or in violation of, nor alleged to have breached, defaulted or violated any of the Educational Contracts except for such violations, breaches and defaults which would not alone or in the aggregate have a Material Adverse Effect on the Companies; (b) Neither of the Companies is under any liability or obligation to refund any material amount previously paid to either of the Companies for services provided by either of the Companies under the Educational Contracts, and each of the Companies has paid or has made adequate provision to pay when due all accounts payable, payroll, payroll taxes and other amounts due on account of the Educational Contracts; (c) Neither of the Companies has secured any of the Educational Contracts other than in compliance with all applicable laws, rules and regulations; and the terms of payment and/or compensation for each of the Educational Contracts complies with all applicable laws, rules and regulations relating to competitive bidding; each of the Educational Contracts not obtained through competitive bidding was secured in an arms' length transaction. (d) Each of the Educational Contracts is valid and in full force and effect, and true copies thereof have been heretofore provided to Purchaser; each of the Companies has, in all material respects, performed all obligations required to be performed by it under, and is not in material default in any respect under, in material conflict in any respect with, or in material violation in any respect of, any of the Educational Contracts; and neither of the Companies has received notice of non-compliance or alleged non-compliance with any of the Educational Contracts; and, except as set forth in Section 2.7 of the Companies' Disclosure Schedule, each Educational Contract, to date, has generated an operating profit or, if not profitable, the unprofitability of which, alone or in the aggregate, would not have a Material Adverse Effect on the Companies and neither of the Companies nor the Stockholders has knowledge of any facts or circumstances which would cause the Educational Contracts to become unprofitable.
