Common use of Validity of Actions Clause in Contracts

Validity of Actions. The Corporation (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to operate the Schools in the manner in which it is currently operated, (iii) is qualified to do business in all jurisdictions in which such qualification is necessary for the operation of the Schools, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' assets or operations, and (iv) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of the Shareholders and/or the Corporation and the Partnership, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Corporation, the Shareholders and the Partnership, enforceable against each of them in accordance with its terms. The Partnership is duly organized, validly existing and in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property in the manner in which it is currently operated. Entering into this Stock Purchase Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Corporation or the Partnership Agreement of the Partnership or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which the Corporation, the Shareholders or the Partnership are a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of the Corporation and the Partnership Agreement of the Partnership, as presently in effect, are attached to the Disclosure Memorandum delivered to EMI and the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(B).

Validity of Actions. The Corporation (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to operate the Schools in the manner in which it is they are currently operated, (iii) is qualified to do business in all jurisdictions in which such qualification is necessary for the operation of the Schools, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' assets or operations, and (iv) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of the Shareholders and/or the Corporation and the PartnershipCorporation, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Corporation, the Shareholders Corporation and the PartnershipShareholders, enforceable against each of them in accordance with its terms. The Partnership is duly organized, validly existing and in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property in the manner in which it is currently operated. Entering into this Stock Purchase Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Corporation or the Partnership Agreement of the Partnership or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which the Corporation, Corporation or the Shareholders or the Partnership are a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of the Corporation and the Partnership Agreement of the PartnershipCorporation, as presently in effect, are attached to the Disclosure Memorandum delivered to EMI and the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(B).

Validity of Actions. The Corporation Each of the Sellers (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to operate the Schools in the manner in which it is conduct its business as currently operated, (iiiconducted,(iii) is qualified to do business in all jurisdictions in which such qualification is necessary for the operation of the Schoolsnecessary, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' business assets or operationsoperations of the Sellers, and (iv) has ), along with Mr. Xxxxxx, xxs full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of each of the Shareholders and/or the Corporation Sellers and the PartnershipShareholder, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Corporation, the Shareholders Sellers and the PartnershipShareholder, enforceable against each of them in accordance with its terms. The Partnership is duly organized, validly existing and in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property in the manner in which it is currently operated. Entering into this Stock Purchase Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Corporation or the Partnership Agreement of the Partnership Sellers or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which any of the Corporation, the Shareholders Sellers or the Partnership are Shareholder is a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of the Corporation and the Partnership Agreement each of the PartnershipSellers, as presently in effect, are attached to the Disclosure Memorandum delivered to EMI and the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(B).

Validity of Actions. The Corporation Each Seller (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to operate the Schools in the manner in which it is conduct its business as currently operatedconducted, (iii) is qualified to do business in all jurisdictions in which such qualification is necessary for the operation of the Schoolsnecessary, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' business assets or operationsoperations of such Seller, and (iv) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of each of the Shareholders and/or the Corporation Sellers and the PartnershipShareholder, has received all necessary corporate authorization and is a legal, valid and binding obligation of each of the Corporation, the Shareholders Sellers and the PartnershipShareholder, enforceable against each of them in accordance with its terms. The Partnership is duly organized, validly existing and in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property in the manner in which it is currently operated. Entering into this Stock Asset Purchase Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Corporation or the Partnership Agreement of the Partnership Sellers or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which each of the Corporation, the Shareholders Sellers or the Partnership are Shareholder is a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of the Corporation and the Partnership Agreement of the PartnershipSellers, as presently in effect, are attached to the Disclosure Memorandum delivered to EMI and the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(BEXHIBIT 6(6).