Educational Bonds means any bonds or other credit support
instruments maintained by or on behalf of the Company or the School to satisfy any bonding or credit support requirement under any Educational Law or of any Educational Agency.
Educational Consent means any final or interim approval, authorization or consent by any Educational Agency or any
notification to be made to an Educational Agency with regard to the Transactions, whether pre-Closing or post-Closing, which is required under Educational Laws in order to maintain or continue any Educational
Approval presently held by the Company or School as of the date of this Agreement.
Educational Law means all
applicable federal, state, municipal, foreign or other law, regulation, rule, determination, standard, order, or other binding requirements or guidance issued or administered by, or relating to, any Educational Agency, including all statutory and
regulatory provisions related to the Title IV Programs and Student Financial Assistance Programs.
Effective
Time has the meaning set forth in Section 2.2.
Environmental and Safety
Laws means all Laws relating to (a) the pollution, contamination, cleanup, preservation, reclamation, remediation or protection of the environment; (b) public or worker health or safety, (c) the Release or threatened
Release of any Hazardous Substance, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of such Release or threatened Release or
(d) the management of any Hazardous Substance, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use,
recycling or reclamation of any Hazardous Substance.
Equity Interests means the Common Stock, the Options and
any share, capital stock, partnership, member, equity or similar interest in any Person, and any option, warrant, call, right, equity or equity-based compensation award or security (including debt securities) or otherwise, or other right, agreement,
arrangement or commitment convertible, exchangeable or exercisable thereto or therefor.
Equity Value means an
amount, calculated as of the Measurement Time, equal to (a) Base Purchase Price, plus (b) Cash and Cash Equivalents, minus (c) Company Debt, minus (d) the amount, if any, by which the Net Working Capital is
less than the Target Working Capital, plus (e) the amount, if any, by which the Net Working Capital is greater than the Target Working Capital, minus (f) the Transaction
Expenses.
ERISA means the Employee Retirement Income
Security Act of 1974, as amended and the regulations promulgated and rulings issued thereunder.
Escrow Account
has the meaning set forth in Section 3.4(d).
Escrow Agent means Citibank, N.A.
Escrow Agreement means the Escrow Agreement, dated as of the Closing Date, by and among the Seller Representative
(on behalf of the Stockholders), the Escrow Agent and Parent, substantially in the form of Exhibit D hereto.
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