Title IV Compliance. Except to the extent any of the following actions, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Company and (i) each of its Subsidiaries with annual revenues of more than $15,000,000 and (ii) its Subsidiaries representing no less than 85% of the aggregate annual revenues of the Company and its Subsidiaries on a consolidated basis shall:
(a) Take no action which would cause any Educational Institution to fail to qualify as an “eligible institution,” as defined in 34 C.F.R. Section 600.2, including without limitation, under 34 C.F.R. Section 600.40;
(b) Take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution of Higher Education in accordance with 34 C.F.R. Section 600.5;
(c) Not permit more than ninety percent (90%) of each Educational Institution’s revenues during the most recent fiscal year to be derived from Title IV Program Funds based on the formula set forth in 34 C.F.R. Section 600.5(d);
(d) Maintain all Educational Approvals necessary to operate each Educational Institution as currently operated;
(e) Submit a materially complete application for a renewal of certification to the Secretary at least ninety (90) days prior to the expiration of such Educational Institution’s current period of participation or, in the event of the Secretary’s selection of an Educational Institution for recertification, submit a materially completed application for renewal to the Secretary on or before the date specified in the notice of selection for recertification;
(f) Comply with the application procedures set forth in 34 C.F.R. Section 600.20;
(g) Take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31;
(h) Cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current program participation agreement with the Secretary;
(i) Monitor and prevent the Federal student aid published Cohort Default Rate for each Educational Institution from exceeding twenty-five percent (25%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.183, thirty percent (30%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.202. or forty percen...
Title IV Compliance. Except (i) as disclosed in the Borrower’s filings with the SEC prior to the Closing Date, or (ii) to the extent the failure to comply with any of the following could not reasonably be expected to result in a Material Adverse Effect when such failures are considered individually or in the aggregate, or (iii) as may have been previously resolved, with respect to each Educational Institution:
(a) Each Educational Institution is an “eligible proprietary institution of higher education,” as defined in 34 C.F.R. Section 600.5.
(b) Each Educational Institution has received an eligibility notification, as that term is defined in 34 C.F.R. Section 600.21.
(c) Each Educational Institution has met the standards for participation in Title IV Programs as set forth in 34 C.F.R. Section 668.16, and has a current program participation agreement with the Secretary.
(d) Each Educational Institution has at all times during which it has been owned by the Company or a Subsidiary acted with the competency and integrity necessary to qualify as a fiduciary in the administration of Title IV Programs, as provided by 34 C.F.R. Section 668.82.
(e) Except as disclosed on Schedule 5.19,
(i) Each Educational Institution has received all licenses, permits, and approvals of all Educational Agencies necessary to conduct their business, including without limitation all Educational Approvals necessary for any branch, learning site, campus addition, satellite, temporary space, classroom expansion or other location thereof, to conduct its operations and offer its educational programs.
(ii) No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval (including an Educational Approval), or a Significant Regulatory Event or in a finding or disallowance based upon Title IV ineligibility of any Educational Institution or for any branch, learning site, campus addition, satellite, temporary space, classroom expansion or other location thereof, owned or operated by the Company or a Subsidiary is pending or, to the knowledge of the Company or a Subsidiary, threatened and to their knowledge, no ground exists that could reasonably be expected to result in a Significant Regulatory Event or in any such investigation or proceeding. To the knowledge of the Company and any Subsidiary, there is no ground for any Educational Agency to deny or materially delay the issuance of any Educational Approval.
(i...
Title IV Compliance. With respect to each Educational Institution which participates in Title IV:
(a) Each Educational Institutional is (or, in the case of any Educational Institution acquired on or after the Closing Date, immediately prior to the acquisition such Educational Institution was, and in the ordinary course of review by the DOE, will be) an “eligible proprietary institution of higher education,” as defined in 34 C.F.R. Section 600.5.
(b) Each Educational Institution has (or, in the case of any Educational Institution acquired on or after the Closing Date, immediately prior to the acquisition such Educational Institution was, and in the ordinary course of review by the DOE, will have) received an eligibility notification, as that term is defined in 34 C.F.R. Section 600.21.
(c) Each Educational Institution has (or, in the case of any Educational Institution acquired on or after the Closing Date, immediately prior to the acquisition such Educational Institution was, and in the ordinary course of review by the DOE, will have) met the standards for participation in Title IV Programs as set forth in 34 C.F.R. Section 668.16, and has a current program participation agreement with the Secretary.
(d) Each Educational Institution has at all times during which it has been owned by the Company or a Subsidiary of the Company acted with the competency and integrity necessary to qualify as a fiduciary in the administration of Title IV Programs, as provided by 34 C.F.R. Section 668.82.
(e) To the best of the Company ‘s and each of its Subsidiary’s knowledge, and except as disclosed on Schedule 5.18(e), the Company and each such Subsidiary’s operations with respect to each Educational Institution at all times during which it has been owned by the Company or a Subsidiary of the Company, have, in all material respects, been conducted in all material respects in accordance with all relevant standards imposed by Accrediting Bodies, agencies administering state or federal government student aid programs in which any such Subsidiary participates, and all other applicable laws and regulations. The Company and each of its Subsidiaries, at all times during which it has been owned by the Company or a Subsidiary of the Company, have submitted all reports, audits and other information, whether periodic in nature or pursuant to specific requests, for each Educational Institution (“Compliance Reports”) to all agencies or other entities with which such filings are required relating to its compli...
Title IV Compliance. The Company has never participated as an institution or third-party servicer in any federal student aid program authorized under the Higher Education Act of 1965, as amended. Neither the Company, nor to its Knowledge, any of its employees, directors, officers or subcontractors, has been: (a) convicted of, or pled nolo contendere or guilty to, a crime involving the acquisition, use, or expenditure of federal, state, or local government funds; or (b) administratively or judicially determined to have committed fraud or any other material violation of law involving federal, state, or local government funds.
Title IV Compliance. The Company will comply with all statutory provisions of or applicable to Title IV of the Higher Education Act (HEA), all regulatory provisions prescribed under that statutory authority, and all special arrangements, agreements, limitations, suspensions, and terminations entered into under the authority of statutes applicable to Title IV of the HEA.
Title IV Compliance. Company represents that it has never participated as an institution or third-party servicer in any federal student aid program authorized under the Higher Education Act of 1965, as amended. Company upon its knowledge and belief represents that neither it, nor any of its employees, directors, officers or subcontractors has been: (x) convicted of, or pled nobo contendere or guilty to, a crime involving the acquisition, use, or expenditure of Federal, State, or local government funds; or (y) administratively or judicially determined to have committed fraud or any other material violation of law involving Federal, State, or local government funds. Company agrees to promptly notify Apollo Entity in writing if there is any change in its representations in (x) and (y) in the immediately preceding sentence and to promptly reaffirm these representations to Apollo Entity upon request.
Title IV Compliance. The Borrower and each of its ------------------- Subsidiaries will:
(a) other than actions for continued DOE and Accrediting Body approvals obtained in connection with an Acquisition, take no action which would cause any Educational Institution to fail to qualify as an "eligible institution," as defined in 34 C.F.R. Section 600.2, including, without limitation, under 34 C.F.R. Section 600.40;
Title IV Compliance. Supplier represents that it has never participated as an institution or third-party servicer in any federal student aid program authorized under the Higher Education Act of 1965, as amended. Supplier upon its knowledge and belief represents that neither it, nor any of its employees, directors, officers or subcontractors has been:
Title IV Compliance. The Borrower and each of its Subsidiaries shall:
(a) Other than actions in connection with an Acquisition for which the Borrower shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action which would cause any Educational Institution to fail to qualify as an "eligible institution," as defined in 34 C.F.R. Section 600.2, including without limitation, under 34 C.F.R. Section 600.40;
(b) Other than actions in connection with an Acquisition for which the Borrower shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution of Higher Education in accordance with 34 C.F.R. Section 600.5;
(c) Not permit more than ninety percent (90%) of each Educational Institution's revenues during the most recent fiscal year to be derived from Title IV Program Funds based on the 62 formula set forth in 34 C.F.R. Section 600.5(d) and with respect to any Educational Institution acquired after the Closing Date, the Borrower shall have until the end of the next subsequent fiscal year of the Borrower to bring such Educational Institution in compliance with the first clause of this SECTION 6.14(c);
(d) Other than actions in connection with an Acquisition, maintain each Educational Institution as an institution that is accredited, as defined in 34 C.F.R. Section 600.2;
(e) Submit a materially complete application for a renewal of certification to the Secretary at least ninety (90) days prior to the expiration of such Educational Institution's current period of participation or, in the event of the Secretary's selection of an Educational Institution for recertification, submit a materially completed application for renewal to the Secretary on or before the date specified in the notice of selection for recertification;
(f) Comply with the application procedures set forth in 34 C.F.R. Section 600.20;
(g) Other than actions in connection with an Acquisition for which the Borrower shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31;
(h) Cause each Educational Institutio...
Title IV Compliance. The Company has never participated as an institution or third-party servicer in any federal student aid program authorized under the Higher Education Act of 1965, as amended. Neither the Company, nor to its Knowledge, any of its employees, directors, officers or subcontractors, has been: (a) convicted of, or pled nolo contendere or guilty to, a crime involving the acquisition, use, or expenditure of federal, state, or local government funds; or (b) administratively or judicially determined to have committed fraud or any other material violation of law involving federal, state, or local government funds. ARTICLE VI
