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 Management (i) is duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has all requisite corporate and other appropriate authorization to own, operate the Schools and lease its properties and to carry on its business 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 Agreement, and the Plan of Merger, and to carry out all acts contemplated by itthem. This Agreement has been duly executed and delivered on behalf of the Shareholders and/or the Corporation and the PartnershipManagement, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Corporation, the Shareholders and the PartnershipManagement, enforceable against each of them it in accordance with its terms. The Partnership , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is duly organized, validly existing and considered in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property a proceeding at law or in the manner in which it is currently operatedequity. 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 Management 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 Management is a party or by which any of them it or any of their respective its 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 Incorporation, all amendments to it as of the date hereof and the Bylaws of the Corporation and the Partnership Agreement of the PartnershipManagement, as presently in effect, are attached to and the Disclosure Memorandum general partnership agreement of the Partnership have previously been delivered to EMI and Acquisition as part of the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(B).