Common use of Regulatory Agreements; Permits Clause in Contracts

Regulatory Agreements; Permits. (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which the Company is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company School, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational Agency, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect. (b) The Company holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business as presently conducted and as contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have a Material Adverse Effect. Section 2.11(b) of the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is not in violation in any material respect of the terms of any Company Permit. (c) Each of the officers and employees of the Company and the Company School are in compliance with all applicable federal, state and foreign laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No investigation, review or examination by any Governmental Authority or Educational Agency with respect to the Company is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which the Company is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company SchoolCompany, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational AgencyAuthority, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and its products, services and/or business that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect. (b) The Company holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business as presently conducted and as contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the holding of such Company Permit, the failure of any of the Company Permits to be in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have a Material Adverse Effect. Section 2.11(b) of the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is not in violation in any material respect of the terms of any Company PermitPermit except to the extent such violation would not be expected to have a Material Adverse Effect. (c) Each of the officers and employees of the Company and the Company School are is in compliance with all applicable federal, state and foreign laws Laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No investigation, review or examination by any Governmental Authority or Educational Agency with respect to the Company is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There are no: (i) no written agreements, consent agreements, memoranda of understanding, commitment letters, or cease and desist orders, or similar undertakings to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company School, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational Agency, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect. (b) The Except as disclosed in Section 2.11(b) of the Company holds Disclosure Schedule, each of the Company, the Company Subsidiaries, and each employee of the Company or any Company Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Company Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizationsauthorizations of Governmental Authorities, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its the Company’s or the Company Subsidiaries’ respective business as presently conducted and as contemplated to be conducted, and to own, lease and operate its the Company’s or the Company Subsidiaries’ respective assets and properties (collectively, the “Company Permits”). To the knowledge of the Company, all of which the Company Permits have been made available to Secure and all are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have result in a Company Material Adverse Effect. Section 2.11(b) of The Company and the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) Each . To the knowledge of the officers Company, the rights and employees benefits of each Company Permit will be available to the Company and the Company School are in compliance with all applicable federal, state Subsidiaries immediately after the Closing on terms substantially identical to those enjoyed by the Company and foreign laws requiring any registration, licensing or qualification, and are not subject the Company Subsidiaries immediately prior to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse EffectClosing. (dc) No investigation, review or market conduct examination by any Governmental Authority or Educational Agency with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There are no: (i) no written agreements, consent agreements, memoranda of understanding, commitment letters, or cease and desist orders, or similar undertakings to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company School, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational Agency, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect. (b) The Except as disclosed in Section 2.11(b) of the Company holds Disclosure Schedule, each of the Company, the Company Subsidiaries, and each employee of the Company or any Company Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Company Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizationsauthorizations of Governmental Authorities, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its the Company’s or the Company Subsidiaries’ respective business as presently conducted and as contemplated to be conducted, and to own, lease and operate its the Company’s or the Company Subsidiaries’ respective assets and properties (collectively, the “Company Permits”), . All of the Company Permits have been made available to Parent and all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have result in a Company Material Adverse Effect. Section 2.11(b) of The Company and the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) Each of the officers and employees of the Company and the Company School are in compliance with all applicable federal, state and foreign laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No investigation, review or market conduct examination by any Governmental Authority or Educational Agency with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There are no: no (iA) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which the Company, any ETF, or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (iiB ) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company, any ETF, or any Company or the Company SchoolSubsidiary, or (iiiC) resolutions or policies or procedures adopted by the Company, any ETF, or any Company or the Company School Subsidiary at the request of a Governmental Authority or Educational AgencyAuthority, that (A1) limit in any material respect the ability of the Company, any ETF, or any of the Company Subsidiaries to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company conducted or (D2) in any manner relate to the ability of the Company, any ETF, or any of the Company Subsidiaries to pay dividends or otherwise materially restrict the conduct of business of the Company Company, any ETF, or any of the Company School Subsidiaries in any respect. (b) The Company, the ETFs, and the Company holds Subsidiaries hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business their businesses as presently conducted and as contemplated to be conducted, and to own, lease and operate its their assets and properties (collectively, the “Company Permits”), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have a Material Adverse Effect,. Section 2.11(bSchedule 2.15(a) of the Company Disclosure Schedule sets forth each Company Permit required to be held by Permit. Each of the Company, the ETFs, and the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) No investigation, review or market conduct examination by any Governmental Authority with respect to the Company, any ETF, or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s intention to conduct any such investigation or review. (d) Each of the Company, each ETF, and each Company Subsidiary and each of their respective officers and employees who are required to be registered, licensed or qualified as (A) an investment company, broker-dealer, investment adviser, futures commission merchant or (B) a registered principal, registered representative, investment adviser representative, insurance agent or salesperson with the SEC or any securities or insurance commission or other Governmental Authority are duly registered as such and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by applicable law, except in each case for any failures to be so registered, licensed or qualified that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company, each ETF, and each Company Subsidiary and the Company School each of their respective officers and employees are in compliance with all applicable federal, state and foreign laws requiring any such registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. (de) No investigation, review or examination by any Governmental Authority or Educational Agency with respect to the Company is pending or, to the knowledge Each of the Company, threatenedeach ETF, nor does the and each Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or reviewSubsidiary, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers managers, brokers and agentsdistributors, have marketed, sold and issued educational investment products and services securities in compliance with all applicable Laws laws governing sales processes and practices, except in each case as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. (f) Each of the Company, each ETF, and each Company Subsidiary, if and as applicable, has filed all forms, requests for exemptive orders, reports, schedules, statements and other documents (inclusive of any certifications mandated by applicable Law) required to be filed or furnished by the Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act, the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940 (the “Investment Company Act”) together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Schedule 2.15(f) lists and the Company has delivered to the MGT copies in the form filed with the SEC of all of the foregoing forms, requests for exemptive orders, reports, schedules, statements and other documents (inclusive of any certifications mandated by applicable Law) and all communications in connection therewith, except to the extent available in full without redaction on any publicly available database (including, without limitation, FINRA or the SEC’s website through XXXXX) for at least two (2) days prior to the date of this Agreement (collectively, the “Company SEC Reports”). (g) The Company SEC Reports (A) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, the Investment Advisers Act and the Investment Company Act, as the case may be, and the rules and regulations thereunder and (B) did not at the time they were filed with the SEC (except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of the Company, each ETF, and each Company Subsidiary, if and as applicable, has filed with the SEC on a timely basis all statements required by the applicable Law since the date of the applicable entity’s formation. As used in this Section 2.15(g), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to FINRA or the SEC. (h) No event or circumstance has occurred or exists with respect to the Company, any ETF, or any Company Subsidiary or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

Regulatory Agreements; Permits. (a) There Except as disclosed in Section 2.11(a) of the Company Disclosure Schedule, there are no: (i) no material written agreements, consent agreements, memoranda of understanding, commitment letters, or cease and desist orders, or similar undertakings to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company School, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational Agency, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect. (b) The Except as disclosed in Section 2.11(b) of the Company holds Disclosure Schedule, each of the Company, the Company Subsidiaries, and each employee of the Company or any Company Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Company Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizationsauthorizations of Governmental Authorities, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its the Company’s or the Company Subsidiaries’ respective business as presently conducted and as contemplated to be conducted, and to own, lease and operate its the Company’s or the Company Subsidiaries’ respective assets and properties (collectively, the “Company Permits”). The Company shall have provided to Parent true, correct and complete copies of all material Company Permits as of which the Closing Date. All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company’s knowledge, threatened, except except, in each case, where the failure of any of the Company Permits to be have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have result in a Company Material Adverse Effect. Section 2.11(b) of The Company and the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) Each of To the officers and employees of the Company and the Company School are in compliance with all applicable federalCompany’s knowledge, state and foreign laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No no investigation, review or market conduct examination by any Governmental Authority or Educational Agency with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, or threatened, nor does the Company have knowledge of any Governmental Authority’s or Educational Agency’s intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There Except as disclosed in Section 2.11 of the Company Disclosure Schedule, there are no: no (i1) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings binding on the Company Subsidiaries to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii2) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the any Company SchoolSubsidiary, or (iii3) resolutions or policies or procedures adopted by the Company or the a Company School Subsidiary at the request of a Governmental Authority or Educational AgencyAuthority, that (A) limit in any material respect the ability of the Company or any of the Company Subsidiaries to conduct its education business as currently being conductedissue insurance policies, (B) in any manner impose any requirements on the Company or any of the Company Subsidiaries in respect of the provision of educational products and services risk-based capital requirements that materially add to or otherwise materially modify in any respect the risk-based capital requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions affiliates to make capital contributions contributions, purchase surplus notes or make loans to another division or affiliate of the a Company Subsidiary, or (D) in any manner relate to the ability of the Company or any of the Company Subsidiaries to pay dividends or otherwise materially restrict the conduct of business of the Company or any of the Company School Subsidiaries in any respect. (b) The Company holds and the Company Subsidiaries hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business their businesses as presently conducted and as contemplated to be conducted, and to own, lease and operate its their assets and properties (collectively, the “"Company Permits”"), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Section 2.11(b) of The Company and the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) Each of the officers and employees Except as disclosed in Section 2.11(c) of the Company and the Company School are in compliance with all applicable federalDisclosure Schedule, state and foreign laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No no investigation, review or market conduct examination by any Governmental Authority or Educational Agency with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of has any Governmental Authority’s or Educational Agency’s Authority indicated an intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. (a) There Except as disclosed in Section 2.11 of the Company Disclosure Schedule, there are no: no (i1) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings binding on the Company Subsidiaries to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii2) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the any Company SchoolSubsidiary, or (iii3) resolutions or policies or procedures adopted by the Company or the a Company School Subsidiary at the request of a Governmental Authority or Educational AgencyAuthority, that (A) limit in any material respect the ability of the Company or any of the Company Subsidiaries to conduct its education business as currently being conductedissue insurance policies, (B) in any manner impose any requirements on the Company or any of the Company Subsidiaries in respect of the provision of educational products and services risk-based capital requirements that materially add to or otherwise materially modify in any respect the risk-based capital requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions affiliates to make capital contributions contributions, purchase surplus notes or make loans to another division or affiliate of the a Company Subsidiary, or (D) in any manner relate to the ability of the Company or any of the Company Subsidiaries to pay dividends or otherwise materially restrict the conduct of business of the Company or any of the Company School Subsidiaries in any respect.. Table of Contents (b) The Company holds and the Company Subsidiaries hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business their businesses as presently conducted and as contemplated to be conducted, and to own, lease and operate its their assets and properties (collectively, the “"Company Permits”"), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Section 2.11(b) of The Company and the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is Subsidiaries are not in violation in any material respect of the terms of any Company Permit. (c) Each of the officers and employees Except as disclosed in Section 2.11(c) of the Company and the Company School are in compliance with all applicable federalDisclosure Schedule, state and foreign laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect. (d) No no investigation, review or market conduct examination by any Governmental Authority or Educational Agency with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of has any Governmental Authority’s or Educational Agency’s Authority indicated an intention to conduct any such investigation or review, other than any review of the Company or the Company School by any Educational Agency that occurs in the normal course of business and on a routine basis with respect to all institutions regulated by such Educational Agency. (e) The Company and, to the knowledge of the Company, its solicitors, third party administrators, managers and agents, have marketed, sold and issued educational products and services in compliance with all applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected to have a Material Adverse Effect.