REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY AND ITS SUBSIDIARIES. 25 Section 6.1 Due Organization, Good Standing, and Corporate Power 25 Section 6.2 Title to Shares; Capitalization 25 Section 6.3 Authority and Enforceability 27 Section 6.4 No Defaults or Conflicts 27 Section 6.5 Consents 28 Section 6.6 Financial Statements; Internal Controls 28 Section 6.7 Company Indebtedness 29 Section 6.8 Undisclosed Liabilities 29 Section 6.9 Absence of Certain Changes or Events 29 Section 6.10 Litigation; Orders 31 Section 6.11 Compliance with Legal Requirements 32 Section 6.12 Permits 32 Section 6.13 Title to Assets 32 Section 6.14 Material Contracts. 32 Section 6.15 Intellectual Property 34 Section 6.16 Employee Benefits 37 Section 6.17 Employee Matters; Labor Relations 39 Section 6.18 Environmental Compliance 40 Section 6.19 No Brokers or Finders 41 Section 6.20 Tax Matters 41 Section 6.21 Real Property 43 Section 6.22 Insurance 44 Section 6.23 Compliance with Educational Laws 45 Section 6.24 Bank Accounts; Powers of Attorney 48 Section 6.25 Transactions with Affiliates, Stockholders, Officers, Directors, and Others 48 Section 6.26 Privacy and Data Security 49 Section 6.27 Absence of Questionable Payments 49 Section 6.28 Solvency 50 Section 6.29 Disclaimer 50 TABLE OF CONTENTS (continued) Page
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY AND ITS SUBSIDIARIES. Subject to the exceptions set forth in the Disclosure Memorandum, the Company hereby represents and warrants to the Purchaser, and each Seller hereby represents and warrants to the Purchaser as set forth in Section 6.1(a), Section 6.2(a), Section 6.3(a), and Section 6.4(a) (but only as to such Seller), in each case as of the date hereof and as of the Closing Date as follows:
