REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB. Except (a) as set forth in the Sarg Disclosure Schedule and (b) as otherwise disclosed or identified in the Sarg SEC Documents publicly filed or furnished after January 1, 2017 and prior to the date hereof (other than (i) any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Sarg SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Sarg SEC Document), Sarg and Merger Sub hereby represent and warrant to Cardinal as follows:
REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB. 10
3.1 Corporate Organization 11 3.2 Sarg Capitalization 11 3.3 Authority; Execution and Delivery; Enforceability 13
3.4 No Conflicts 14 3.5 SEC Documents; Financial Statements; Undisclosed Liabilities 14 3.6 Absence of Certain Changes or Events 16 3.7 Information Supplied 17 3.8 Legal Proceedings 17 3.9 Compliance with Laws 17 3.10 Permits 18 3.11 Employee Benefit Plans 19 3.12 Employee and Labor Matters 21 3.13 Environmental Matters 22 3.14 Real Property 23 3.15 Tax Matters 24 3.16 Material Contracts 25 3.17 Intellectual Property 27 3.18 Educational Regulatory Matters 29 3.19 Broker’s Fees 33 3.20 Opinion of Financial Advisor 33 3.21 Ownership of Cardinal Common Stock 33 3.22 Insurance 34
3.23 Merger Sub 34 3.24 No Other Representations or Warranties 34
