Exhibit 7. 2.8 contains a complete list of the following agreements in force to which TRIP and/or its Controlled Companies are parties (together, the “TRIP Relevant Agreements”):
(i) Any agreement or set of agreements of the same nature (including those entered into with clients, vendors, brokers, consultants, service providers, agents or distributors) which, individually, involve the payment or receipt by TRIP and/or by its Controlled Companies of any amounts in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;
(ii) Any agreement containing any covenant or commitment which restrains TRIP’s and/or its Controlled Companies’ freedom to compete in any market segment or business activity or with any Person in any geographical area, or which, by its own terms, restrains TRIP’s and/or its Controlled Companies’ freedom to operate in any market segment, or which requires TRIP and/or its Controlled Companies to distribute or use any technology, product or service on an exclusive basis;
(iii) Any agreement providing for the concession to third parties of the right to operate, in whole or in part, the businesses of TRIP and/or its Controlled Companies or establishing the assignment of any portion of the revenues of TRIP and/or its Controlled Companies;
(iv) Any agreement entered into with any manager, officer, collaborator or employee of TRIP and/or its Controlled Companies;
(v) Any leasing, lease, sublease or free lease agreement entered into with any Person to which TRIP and/or its Controlled Companies is bound as a principal, lessor, sublessor, free lessor, lessee, sublessee, free lessee or guarantor;
(vi) Any financial agreements, including any facility, loan, credit, vendor, investment or derivative agreements, which jointly or individually result in an obligation for TRIP and/or its Controlled Companies at an amount in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;
(vii) Any agreement for the creation of any Lien on any property and/or asset of TRIP and/or of its Controlled Companies;
(viii) Any agreement for the purchase, sale or transfer, on any account, of any property and/or asset that is or may be included in TRIP’s and/or its Controlled Companies’ assets;
(ix) Any agreement containing any provision in regard to a right of first refusal on the acquisition of any property or asset owned by a third party or by TRIP and/or its Controlled Companies;
(x) Any joint-venture, consortium or other agreement providing for the creation of a com...
Exhibit 7. 01 hereof contains a list of all direct and indirect Subsidiaries of LDES and LDES Education.
Exhibit 7. 15.1 contains a true, correct and complete list of Employees’ and directors’ benefit plans that are in addition to what applicable Law requires, including without limitation all pension, retirement, medical, stock option, severance, change-in-control or “golden parachute”, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other Employee benefit plans, programs, policies or other arrangements, under which any Employee, director or consultant of the Educational Institutions.
Exhibit 7. 17.1 sets forth a complete, true and accurate list of all individuals to be transferred to and employed (including, as the case may be, as consultant, freelancer, director or officer) by each Target Company as of the Closing Date (the “Employee(s)”) with the indication of their employer, their professional category, location, title, type of employment agreement entered into and aggregate annual compensation (including annual salary or wages and, whether written or, provided that they are supported by tangible facts, orally granted, fringe benefits and their entitlement to any contractual bonus and its maximum amount per year) as of the end of the last month preceding the date hereof. No other Person may validly claim an employment status from any of the Target Companies.
Exhibit 7. 1.22 hereto is a complete listing of all capitalized and operating personal property leases (with annual rentals in excess of $50,000) of Borrowers and their Subsidiaries and all real property leases of Borrowers and their Subsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Exhibit 7. 2.5 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 7.2.5 attached hereto.
Exhibit 7. 2.6 [Acquisition Compliance Certificate] is hereby deleted in its entirety and in its stead is inserted the Exhibit 7.2.6 [Acquisition Compliance Certificate] attached hereto as Exhibit B. (U) Exhibit 7.3.3 [Quarterly Compliance Certificate] is hereby deleted in its entirety and in its stead is inserted the Exhibit 7.3.3 [Quarterly Compliance Certificate] attached hereto as Exhibit C.
Exhibit 7. The University of San Francisco and Office and Professional Employees International Union, Local 29, AFL-CIO. Flexible Work Schedules July 25, 1995 The University and OPEIU agree to establish a committee to study the issue of flexible work schedules and make recommendations to the University.
Exhibit 7. 3.3 [Quarterly Compliance Certificate) to the Credit Agreement is hereby amended by deleting Section 5(D) in its entirety and inserting the following in lieu thereof:
Exhibit 7. 2.1(b) of the Agreement is hereby deleted, and Exhibit 7.2.1(b) attached hereto shall be substituted in lieu thereof.
