Common use of Title; Condition and Quality of the Curriculum Clause in Contracts

Title; Condition and Quality of the Curriculum. The Company owns outright, and has good and marketable title to, the Curriculum of the School. No employee or Affiliate of the Company or any of the Sellers or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the Company's past and current use of any part of the Curriculum does not infringe upon or violate any such right. The term "Curriculum," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The Company (a) Seller owns outright, and has good and marketable title to, the Curriculum of the SchoolSchools, free and clear of all encumbrances, and the execution of this Agreement will vest good and marketable title to the Curriculum in Buyer, free and clear of all encumbrances. No employee or Affiliate of the Company Seller or any of the Sellers Owners or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company Seller does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the CompanySeller's and Owner's past and current use of any part of the Curriculum does not infringe upon or violate any such right. Neither Seller nor any of the Owners have taken any action, or failed to take any action, to cause any part of the Curriculum to enter the public domain. The term "Curriculum," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-computer- aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The Company owns Sellers own outright, and has have good and marketable title to, the Curriculum used in the Schools, free and clear of all encumbrances, and the Schoolexecution of this Agreement will vest good and marketable title to the Curriculum in Buyer, free and clear of all encumbrances. No employee or Affiliate of the Company Sellers or any of the Sellers Xxxxx or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company does Except as provided on Schedule 5.07(e), Sellers do not use any part of the Curriculum by consent of any other Person and is are not required to and does do not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the Company's Sellers' and Xxxxx'x past and current use of any part of the Curriculum does not infringe upon or violate any such right. To the knowledge of Xxxxx, neither Sellers nor Xxxxx have taken any action, or failed to take any action, to cause any part of the Curriculum to enter the public domain. The term "CurriculumCURRICULUM," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The Company (a) Seller owns outright, and has good and marketable title to, the Curriculum of the SchoolSchools, free and clear of all encumbrances, and the execution of this Agreement will vest good and marketable title to the Curriculum in Buyer, free and clear of all encumbrances. No employee or Affiliate of the Company Seller or any of the Sellers Owners or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company Seller does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the CompanySeller's and Owners' past and current use of any part of the Curriculum does not infringe upon or violate any such right. The term "Curriculum," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-computer- aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The (a) Except as set forth on Schedule 5.8(d), to Sellers' best knowledge, the --------------- Company owns outright, and has good and marketable title to, the right to use the Curriculum of the SchoolSchools as presently used, and the execution and performance of this Agreement will have no effect on the Company's use of the Curriculum. No employee or Affiliate of the Company or any of the Sellers or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum, except as set forth on Schedule 5.8(d). The Except as set forth on --------------- Schedule 5.8(d), the Company does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments --------------- to others with respect theretoto the Curriculum. No To the best knowledge of Sellers, no component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the Company's past and current use of any part of the Curriculum does not infringe upon or violate any such right. Schedule 5.8(e) --------------- sets forth, in tabular format, the person or entity from whom the Company acquired or purchased the Curriculum for each of its programs. The term "Curriculum," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items to the extent owned by the Company and (b)

Title; Condition and Quality of the Curriculum. The Company owns outright, and has good and marketable title to, the Curriculum of the SchoolSchools, free and clear of all encumbrances, other than Permitted Liens, and the execution and performance of this Agreement will have no effect on the Company's ownership of the Curriculum. No employee (including the Key Employees) or Affiliate of the Company or any of the Sellers or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and Sellers' and the Company's past and current use of any part of the Curriculum does not infringe upon or violate any such right. The term "Curriculum," as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The Company Seller owns outright, and has good and marketable title to, the Curriculum of the School, free and clear of all encumbrances, and the execution of this Agreement will vest good and marketable title to the Curriculum in Buyer, free and clear of all encumbrances. No employee or Affiliate of Seller or the Company or any of the Sellers Owner or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company Seller does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the Company's Seller’s and Owner’s past and current use of any part of the Curriculum does not infringe upon or violate any such right. Neither Seller nor the Owner has taken any action, or failed to take any action, to cause any part of the Curriculum to enter the public domain. The term "“Curriculum," ” as used in this Agreement, means the curriculum used in the educational programs of the Schools School in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)

Title; Condition and Quality of the Curriculum. The Company (a) Seller owns outright, and has good and marketable title to, the Curriculum of the SchoolSchools, free and clear of all encumbrances, and the execution of this Agreement will vest good and marketable title to the Curriculum in Buyer, free and clear of all encumbrances, except for the rights reconveyed by Buyer to Seller pursuant to the License Agreement executed at Closing. No employee or Affiliate of the Company Seller or any of the Sellers Owners or any other Person owns or has any interest, directly or indirectly, in any part of the Curriculum. The Company Seller does not use any part of the Curriculum by consent of any other Person and is not required to and does not make any payments to others with respect thereto. No component of the Curriculum infringes or violates any copyright, patent, trade secret, trademark, service xxxx, registration or other proprietary right of any other Person, and the CompanySeller's and Owner's past and current use of any part of the Curriculum does not infringe upon or violate any such right. Neither Seller nor any of the Owners have taken any action, or failed to take any action, to cause any part of the Curriculum to enter the public domain. The term "Curriculum," or Curricula, as used in this Agreement, means the curriculum used in the educational programs of the Schools in the form of computer programs, slide shows, texts, films, videos or any other form or media, including, without limitation, the following items: (1) course objectives, (2) lesson plans, (3) exams, (4) class materials (including interactive or computer-aided materials), (5) faculty notes, (6) course handouts, (7) diagrams, (8) syllabi, (9) sample externship and placement materials, (10) clinical checklists, (11) course and faculty evaluation materials, (12) policy and procedure manuals, and (13) other related materials. The Curriculum shall also include, without limitation, (a) all copyrights, copyright applications, copyright registrations and trade secrets relating to the above-listed items and (b)