2017-L-009325 ELECTRONICALLY FILED 322/2018 ll 24 AM PAGE 2 of ASSET PURCHASE AGREEMENT BETWEEN SHIMER COLLEGE AN ILLINOIS NOT FOR PROFIT CORPORATION AND NORTH CENTRAL COLLEGE AN ILLINOIS NOT FOR PROFIT CORPORATION movemper 30,2016 (003 l9070) NCC-ULRICH 00001 .Ll NV .4va . 2:30.431 'v-H . 5?s :1 :3 lama/I (00mm; PURCHASE AND SALE OF ASSETS 2.1 2.2 2.3 2.4 2.5 2.6 Table of Contents Page I . Transactions on the Closing Date Assumption oleabmties Purchase Manner ofPaymentH,,. Clos'ng No ExpanSAOn Rights REPRESENTATIONS AND WARRANTIES CONCERNING SELLER AND ITS SUBSIDIARIES 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3 01381112811011, Quali?cation, Corporate Power and Mlnute Book 3 Duo Authorization and 3 Non~contraventiom 3 Brokers? Fees 4 Assets 4 Financial Undisclosed Liabilities.. General Legal Compliance Tax Matters Intellectual 4 4 5 5 5 Tangible Assets. 5 Material 6 6 6 Employee Bene?ts. 7 Education Approvais; Compliance with Education Laws 7 No 9 REPMSENTATIONS AND WARRANTIES 9 4.1 organizatlon 9 NCC-ULRICH 00002 2017-L-009325 ELECTRONICALLY FILED 2122/2018 11:24 AM PAGE 4 01?64 Table of Contents (continued) Page 4.2 Authorization 9 4.3 9 4-4 Governmental Consents and 10 4?.5 10 4.6 Flnanoisi Resources 10 4.7 Bl?okors? F003 10 4'8 to Obtain Consents and Approvals 10 4?9 or Sort/10ers 10 4.10 No Violations OiBankJuptcies 10 5. PRB-CLOSING COVENANTS ii 5.1 5.2 Notices and Consents. 12 5.3 Operation and Preservation ofBusiness i2 5.4 Notices ofDevolopmonts ., 13 5.5 onlusivity 13 5.6 Termination and Assumption omepioyoo Bene?t Plans 13 5.7 Financial Reports. 14 6. POST-EFFECTIVE DATE AND 9031* CLOSING 14 6'1 14 6.2 Litigation/Post Closing Information 14 6.3 614 Confidentlallty 14 6.5 Public Announcements 15 . general 1? Transltion 14 . 6.6 Return ofRestrioted 15 6.7 Buyer?s Post-Closing 15 6.8 Seller?s Post-Closing Obligations. i6 7, CONDITIONS TO OBLIGATION TO CLOSE. 17 Conditions to the Obligations ofEach Pam/17 7.2 Conditions to Buyer?s Obligation 18 7.3 Conditions to Seller?s Obligation 20 [6723?! (00119070) . ii NCC-ULRICH 00003 01' 20 1 7-H09325 at FlLizD 2/22/2018 (mu/1 mu mm/ Table 01? Contonts (continued) Page EWLOYEB MATTERS 2] 3?1 r? .. 21 8.2 Compensation and Benefits of Empioy?us. 8.3 Other Employees of the Businuss 8.4 No Right to Continued ?7 or Rnne?h 21 INDEMNIFICATION 22 9.1 Survival of? and Warn-anti? 22 9-2 Provisions 22 9-3 Procedures 23 9.4 Limitations 24 9.5 Other 24 9.6 Effects o'f Knowledge 24 9.7 Bffecis ofWaiven 24 . 9.8 Right of Sam" 24' 9.10 Treatment of' 4 25 TERMINATION 25 10.1 Termination of 25 10.2 Bffeot of 25 MISCELLANEOUS. 25 11.1 No Third-Party 25 i 1 .2 Bntii'e A 11.3 andA 11.4 Huadinga 11.5 Notices 1 1.6 Govarning Law/Arbitration 11.7 Amendments and Waiver: .. 11.8 ?Alan-d 23 1 1.10 28 11.11 Incorporation of Exhlbiis. Annexes. and Soheduios 29 00004 ELECTRONICALLY FILED PAGE 6 0f64 ?mm (00119070; Table of Contents (continued) Page 11.12 11.13 Submission to 11-14 ?-15 11'}6 30 NCC-ULRICH 00005 2017-L-009325 PAG 7 ol? ELECTRONICALLY FILED 2/22/2018 11 24AM Annex A Annex Exhibit A Exhibit Exhibit MED. Exhibit Sohedglg - 16mm (00119070) Table of Contents (continued) Page De?nitions EX??Ptl0ns to Buyer?s Representations and Warranties Concerning Transaotlon Form of General Assignment and Bill of Sale Form of Assignment and Assumption Agreement Trademark Assignments . Employment Agreement 111? Settlement Agreement and Promissory Note B"captions to Representations and Warranties Concerning Seller 00006 2/22/2018 11:24 AM 201 7-L-009325 PAGE 8 0164 PURCHASE This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of November 30, 2016 (the ?Effective Date?), by and between North Central College, an lliincis not for pro?t corporation and Shimer College, an Illinois not for pro?t corporation (?Seller?). Buyer and Seller are referred to collectively herein as the arties? or each as a ?Parks" WHEREAS, Buyer is an independent, comprehensive college of the liberal arts and sciences with its campus located in Illinois; WHEREAS, Seller owns and operates Shlmer College, a Great Books liberal arts, private nonpro?t, HLC accredited and Title IV Programs participating (1.8., under OPEID #2 001756) institution of education offering all or a portion of many academic degree and credential programs at the undergraduate education leVeis in Chicago, Illinois (hereinafter, the ??ier or College"); WHEREAS, Seller has built an academically dynamic organisation serving a diverse group of students trained by a capable, accomplished and caring body of excellent faculty constantly striving for superior student outcomes and professional development; WHEREAS, intending to implement and build on Seller?s academic performance, Buyer seeks to implement a financial and governance system that allows for the integration and continuation of the College, its academic programs, faculty and student body into Buyer?s- coiiege for the benefit of both Parties and their students: and WHEREAS, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase from Seller, certain assets of Seller necessary for the integration, continuation and operation of the College on the terms and subject to the conditions contained in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, Warranties, and covenants herein contained, the Parties agree as follows. 1. DEFINITIONS. Except as otherwise expressly provided in this Agreement, the capitalized terms used in this Agreement shall have the meanings speci?ed in Annex A hereto and shall be equally applicable in both the singular and plural forms. An'y agreement referred to herein shall mean such agreement as amended, supplemented and modi?ed from time to time to the extent permitted by the applicable provisions hereof and thereof. 2. PURCHASE AND SALE OF ASSETS. 2.1 Trans ions on Coin e. On and subject to the terms and conditions of this Agreement, on the Closing Date, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, conVey, and deliver to Buyer, all of the Acquired Assets free and clear of all Liens and for the consideration speci?ed in this mm. (00319070) 1 NCC-ULRICH 00007 i ii 9 of (14 2/22/2018 ll 24 AM . On the Closing Date, Seller shall not sell, transfer, oonVey, or delIVer to an Buyer shall not. purchase tl?cm Seller, the Excluded Assets. 2'2 W. Go and subject to the terms and conditions 0f Agreement, Buyer agrees to assume and become responsible for all Assumed Liabilities at the '0 6 hm 6p. that Buyer will not assume or have any responsibility with respect to any other of Seller notlnoluded within the de?nition ofAssumed Liabilities. 2.3 Purchase Price. The aggregate consideration (the 1' so ?01" ?he?d Wgregate amount of no more tha llocate?d as follows: The Note; (ii) The 111? Payment; The Closing Liabilities; and (iv) The Assumed Liabilities. 2.4 Manner Note shall be delivered and pald to UT pursuant to the terms of the HT Settlement. The Buyer shall deliver to an account designated by by wire transfer in immediately available funds, the HT Payment. (0) Subject to Section at the Closing, the Buyer shall deiIVer to an account designated by Seller, by wire transfer in immediately available funds, an amount sufficient for Seller to pay all the Closing Liabilities in the amounts set forth and to the pa ees identi?ed on Schedule 2.4 of' the Disclosure Schedules as updatedthe day before-the Cioa ng-. 2.5 Closing. The closing of the transactions contemplated by this Agreement (the ?Closing") shall take place at the offices of Hogan Marren Babbo Rose, Ltd., in Chicago, and subject to the satisfactIOn or Waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself), on the earlier of the date required by any Educational Agency or June 1, 2017, or such other date as Buyer and Seller may mutually determine (tho?Closh 2.6 The assumption by 'Buyer of the Assumed Liabilities shall 'not expand the rights or remedies of any third party against Buyer or' Seller as compared to the rights and remedies which such third party would have had against Seller had Buyer not assumed the Assumed Liabilities. Without limiting the generality of the preceding tum/1 (ow/mo; 2 NCC-ULRICH 00008 ELECTRONICALLY HLH) 1:24 AM 20 i 7-L-009325 PAGE 10 ul~ sentence, the assumption by Buyer of the Assumed Liabilities shall not create any third-party bene?ciary rights. 3. EEPRESENTATIOES ED WARJLAETIES COECERNING SELLER AND ITS SUBSIDIARIES. Seller represents and warrants to Buyer that the statements contained in this SeotionS are correct and complete as of the Effective Date and will be correct and complete as of the Closing Date (except for statements that Speak as of a speci?c date, in which case such statements are true and correct as of such specified date) except as set forth in the disclosur 6 schedule delivered by Seller to Buyer on the date hereof (the ?Disclosure Schedule?) The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement. 3.1 Organization, Qualification, Corporate Power and Minute Boolg Seller is a nonpro?t corporation duly incorporated, validly existing, and in good standing under the laws Seller is duly authorized to conduct business and is in good standing under the laws of each Jurisdiction where such quali?cation is required. Seller has full corporate pOWer and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it and to perform its obligations under the agreements to which it is currently a party. Section 3.1 of the Disclosure Schedule lists officers of Seller and its Board of Trustees. To the Knowledge of Seller, Seller has delivered to Buyer correct and complete copies of the Charter and Bylaws of Seller, each as amended to date. The minute books (containing the records of meetings of the Board of Trustees and any committees thereof) and the record books of Seiier which haVe been delivered to Buyer are correct and complete. 3.2 Que Authorization and Enforceability. All corporate and other action on the part of Seller and its officers, boards of trustees necessary for the authorization, execution and delivery of the Transaction Agreements, including this Agreement, and the performance of all obligations of Seller thereunder has been taken or will be taken prior to the Effective Date, and the Transaction Agreements, including this Agreement, when executed and delivered by Seller, shall constitute valid and legally binding obligations of Seiier, enforceable against Seller in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laWs of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of speci?c performance, injunctive relief, or other equitable remedies. 3.3 Non-contravention; Consents. To the Knowledge of Seller, neither the execution and the delivery of this Agreement or the other Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby, will except as listed in Section 3.3 of the Disclosure Schedule (the ?Educational Notices/Consents") violate or require notice or consent relating to any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any gOVernment, governmental agency, court or Educational lama/I (00317070) NCC-ULRICH 00009 i?iLijD 2/22/20i 8 1 i124 AM 20 i 7-L-009325 PAGE ii (rib-1 Agency, Educational Law, Educational Approval, Accrediting Body, State Educational Agency, Financial Assistance Programs and Title lV Programs to which Seller is subject, except as listed in 3,3 of the Disclosure Schedule, violate any provision of the Charter, Bylaws of Seller, or any other Contract or understanding with any director or trustee of Seller; or (0) except as listed in Section 3.3 of the Disclosure Schedule, con?ict with, result in a breach of, constitute a default under', result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any arrangement or Contract to which Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), including, without limitation the agreements set forth in Section 21,; of the Disclosure Schedule. Except for items listed in Section of the Disclosure Schedule, Seller .does not need to give any notice to, make any ?ling with, or obtain any authorization, consent, or approval of any Governmental Authority or Accrediting Body in order for the Parties to consummate the transactions contemplated by this Agreement or any third party. 3.4 Brokers? Eggs. Neither Seller nor any Person acting on behalf of Seller or the Board of Trustees of Seller has agreed to pay a commission, ?nder?s or investment banking fee, or similar payment in connection with this Agreement or any matter related hereto to any Person, nor has any such Person taken any action on which a claim for any such payment could be based. 3.5 Assets. Except as set forth on Section 3.5 ofthe Disclosure Schedule, Seller has good and marketable title to, or a valid leasehold interest in, the properties and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all Liens, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet. 3.6 Financial Statements. Seller has or will deliver to Buyer the following ?nancial statements (including the notes thereto) (collectively the inancial Statements?) draft audited balance sheets and statements of income and cash ?ow as of and for the ?scal year ended June 30, 2015 (the ?Most accent Fiscal Xegr End?), and (ii) unaudited balance sheets and statements of income, changes in shareholders? or net assets equity, as applicable, and cash ?ow (the ?Most lggcent Statements?) as of and for the month ended NOVember 30, 2016 (the ?Most Regent Month End?) for Seller. Seller will deliver to Buyer the audited balance sheets and statements of income and cash flows for the fiscal year ended June 30, 2015 on or before February 4, 2016. Seller shall also deliver the audited balance sheets and statements of income and cash ?ows for the fiscal years ending in 2016?and 2017 upon their completion, but no later than February 4, 20] 6 and November 30, 2017, respectively. 3.7 Undisclosed . To the Knowledge of Seller, Seller has no Liabilities (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except for Liabilities set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), and the items set forth in Section cfthe' Disclosure Schedule. Isms/I mos/9070) 4 NCC-ULRICH 00010 20 I 7-L-009325 FILED I [:24 AM PAGE i2 (rib-4 3.8 General Legal . To the Knowledge of Seller, Seller and its predecessors and Af?liates have materially compiled-with all other applicable laws (including rules, regulations, codes, plans, injunctions, Judgments, orders, decrees, rulings, and charges thereunder) of Governmental Authority (excluding Educational Agencies or State Educational Agencies), other than Educational Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been fried or commenced against any of them alleging any failure so to comply which would reasonably expected to result in a Material Adverse Event. 3.9 Mm. Seller has fried all Tax Returns that it was required to ?le under applicable laws and regulations. All such Tax Returns were correct and complete in all respects and were prepared in compliance with all applicable laws and regulations. All Taxes due and owing by Seller (whether or not shown on any Tax Return) have been paid. Seller ls currently not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a Jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Seller. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Seller. Seller has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Seller has not fried Tax Returns) any notice indicating an intent to open an audit or other review, (ll) request for information related to Tax matters, or notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or: assessed by any taxing authority against Seller. (0) Seller has delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Seller filed or received since June 30, 2015. Seller shall, prior to closing, notify the Illinois Department of Revenue and the Illinois Department of Employment Security to obtain Stop Orders and/or Releases of any liabilities resulting from this transaction. 3.10 Intellectual Prgperjy. Seller owns and possesses or has the right to use pursuant to a valid and enforceable trademark, written license, subiicense, agreement, or permission all .Intellectuai Property itemized on Exhibit necessary or desirable for the operation of the business of Seller as presently conducted and as proposed to be conducted prior to the Closing. Seller has not transferred, assigned or granted any license or subiicense of any rights under or with respect to any Intellectual Property. To the best of Seller?s knowledge, there are no claims of infringement pending or threatened against any of Seller?s Intellectual Property. 3.11 Tangible Asset . Seller owns and has the right to sell, transfer or assign all of the assets (?Tangible Assets") as set forth in Section 3.11 of the Disclosure Schedule, and as are rams/r (001mm 5 NCC-ULRICH 00011 [:24 AM 20] 7-L-009325 i3 nib-l necessary for the conduct of its business in a similar manner as presently conducted and as proposed to be conducted in the future. 3.l2 Material Contract . Section 2.12 of the Disclosure Schedule lists the following Contracts to which Seller is a party: any agreement for the lease of personal property to or from any Person providing for'iease payments in excess of $10,000 per annum; any agreement for the purchase or sale of supplies, products, or other personal property, or for the or receipt of services, the performance of which will extend over a period of more than 3 months or involve consideration in excess of $25,000; (0) any agreement under which it has created. incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, In excess of $25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; the HT Lease; the Shimer Condominium Lease; any collective bargaining agreement, labor union contract or similar Contract (the ?Collectlye Bargaining Agreements?); any agreement for the employment of any individual on a ?ail-time, part-time, consulting, or other basis providing annual compensation in excess of $50,000 or providing severance bene?ts or a term longer than three (3) months; any agreement under which the conseduences of a default or termination could have a Material Adverse Effect or damages in excess of $25,000; and any settlement, conciliation or similar agreement, the performance of which will involve payment after the Most Recent Fiscal Month End of consideration in excess of $25,000, or imposition of monitoring or reporting obligations to any Governmental Entity outside the Ordinary Course of Business. Seller has delivered to Buyer a correct and complete copy of each written agreement (as amended to date) listed in Section 3.12 of the Disclosure Schedule. 3.13 Litigation. Section 3.13 of the Disclosure Schedule sets forth each instance in which Seller is subject to any outstanding injunction, Judgment, order, decree, ruling, or charge or is a party or to the Knowledge of Seller, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before (or that could come before) any OOVernmental Authority or before (or that could come before) any arbitrator, in each case, including a description of relevant insurance coverage, the identity of defense counsel and a report of such counsel, if applicable. 1mm: (00319070) 6 NCC-ULRICH 00012 PAGE [4 ul?b4 i?lLlil) ll 24 AM 3.14 Section of the Disclosure Schedule sets forth the names, home addresses, compensation levels, if any, and job titles of all of the employees of Seller; and Seller has materially complied with all Laws relating to employment (including, but not limited to, wage-hour rules and regulations, anti-discrimination and harassment laws, civil rights and fair employment practices, occupational health and safety and immigration laws). 3.15 Employee Benefit . Section 3.15 of the Disclosure Schedule lists each Employee Bene?t Plan that the Seller maintains, to which the Seller contributes or has any obligation to contribute, or.wlth respect to which the Seller has any Liability. 3.16 Education Approygls; Compliance with Educgtlon Laws. Except as set forth on Section 3,16tg) of the Disclosure Schedule, the College has been in compliance in all material respects with all applicable Educational Laws. The College currently holds and has held, since the Compliance Date, all required Educational Approvals, including approvals required for each campus, location, or facility where the College has offered all or any portion of an educational program. The College currently is and, since the Compliance Date, has been in compliance in all material respects with the terms and conditions of all such Educational Approvals. No proceeding for the StISpenslon, limitation, revocation, termination or cancellation of any Educational Approval is pending or threatened in writing by any Educational Agency. Since the Compliance Date, no application made by the College to any Educational Agency has been denied or, except as set forth on Section 3,16ta) of the Disclosure Schedule, limited or conditioned. Since the Compliance Date, the College has not received notice from any Educational Agency that it has been placed on probation or ordered to show cause why any Educational Approval for the College or any of its educational programs should not be revoked. Except as set forth on Section 3.l8(a) of the Disclosure Schedule, since the Compliance Date, the College has not received notice that any current Educational Approval will not be renewed, or alleging a violation of any Educational Law. Except as set forth on Section 3.16(b) of the Disclosure Schedule, since the Compliance Date, the College has timely reported, and is in compliance in all material respects with the applicable provisions of 34 C.F.R. Part 600: the addition of any new educational programs or locations; and (ii) any shifts in ownership or control, including any changes in reported ownership levels or percentages. Since the Compliance Date, with respect to any location or facility that has closed or at which the College ceased operating educational programs, the College has compiled with all Educational Laws related to the closure or cessation of instruction at that location or facility, including without limitation requirements for teaching out students from that location or facility. The College is and, since the Compliance Date, has been in compliance in all material respects with Title IV Program requirements, as set forth at 20 U.S.C. Imam (001/9070) 7 NCC-ULRICH 00013 Hl-lil) 2/22/20l 8 :24 AM 20l 7-L-009325 PAGE 15 (rib-l 1094(a)(20) and implemented at 34 C.F.R. regarding the payment of a commission, bonus, or other incentive payment based di1ectly o1 indi1eotiy on success in seou1ing enloiiments or ?nancial aid to any person or entity engaged in any student 1ec1uitlng or admission activities or in making decisions regaiding the awarding of Title IV P1og1am funds. Seller is in compliance with 20 U.S.C. 1085(d)(5) and 34. C.F.R. 682.2i2 regarding prohibited inducements In the Federal Family Education Loan Program. Since the Compliance Date, Seller has not received any written notice of any investigation by any Educational Agency or other Governmental Authority regarding Seller?s student lending practices. Since the Compliance Date, and except as set forth on Schedule 3. 16(e), Seller has not provided any educational instruction on behalf of any other institution or organization of any so1t, and no other institution or o1ganizatlon of any so1t has p1ovided any educational on behalf of the Seller. (0 To the Knowledge of Seller, there exist no facts or circumstances attributable to Seller or any other Person that exercises Substantial Control with respect to Seller, that would, individually or in the aggregate, reasonably be expected to adversely affect Seller's ability to obtain any Pro-Closing Educational Notices/Consent, Educational Approval or other consent or approval that must be obtained in order to continue the operation of the College following the consummation of the transactions contemplated herein. Neither Seller nor any Person that exercises Substantial Control over the College, or member of such person?s family (as the term ?family? is de?ned in 34 C.F.R. alone or together, exercises or exercised Substantial Control over another institution or third-pa1ty servicer (as that term is de?ned in 34 C.F.R. 668.2) that owes a liability for a violation of a Title lV Program requirement or (ii) owes a liability for a Title lV Program violation. The Seller has not contracted with an institution or third-party servicer that has been terminated under 487 of the HEA for a reason involving the acquisition, use, or expenditure of funds of a Governmental Authority or Educational Agency, or has been administratively or Judicialiy determined to have committed fraud or any other material violation of Law involving of any OOVernmentai Authority or Educational Agency. Except as set forth on Schedule 3.160) of the Disclosure Schedules, neither Seller, nor any owner or DOE Af?liate of the Seller, nor any Person or DOE Af?liate that has the power, by contract or ownership Interest, to direct or cause the direction of management of policies of any the College have filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy. None of Seller, any officer of Seller or the Seller?s chief executive officer have pled guilty to, pied nolo contendere, or been found guilty of, a crime involving the acquisition, use or expenditure of funds under the Title IV Programs or been judicially determined to have committed ?'aud involving funds under the Title IV Programs. 16mm (003117070; 8 NCC-ULRICH 00014 HLiil) 2/22/20i8 ll:24AM 20l 7-L-009325 PAGE i6 nib-i The Seller has not contracted with or employed any Person that has been, or whose officers or employees have been, convicted of, or pied nolo contendere or guilty to, a crime involving the acquisition, use or expenditure of funds of any Governmental Authority or Educational Agency, or administratIVely or judicially determined to have committed ?'aud or any other material violation of Law involving funds of any Governmental Authority or Educational Agency. Seller has made available to Buyer true and complete copies of correspondence and documents currently in its possession received from, or sent by or on behalf of the College to the DOE or any Educational Agency that were sent or received since the Compliance Date or relate to any issue which remains pending. Section of the Disclosure Schedule provides a complete and correct list of all Compliance Reviews that haVe been conducted since the Compliance Date or conducted in an earlier period but remain unresolved as of the date of this Agreement. 3.17 E?o Trespas . Schedule 3.17 of? the Disclosure Schedule sets forth the names of all students, alumni, former employees and/or any other non-students to which Seller has issued ?no trespass? orders, or any form of ?no contact?, or any other form of prohibition from entering Seller?s campus. Such individuals, upon the completion of the transaction, will receive ?no trespass? orders from Buyer. 4. REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller that the statements contained In this Section 4 are correct and complete as of the date of? this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4 except as set forth in Anneg attached hereto. 4.1 Organization of Buyen Buyer is a not for profit corporation duly incorporated, validly existing, and in good standing under the laws of the state of Illinois. Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification ls required. 4.2 Authorization of Buyer has mu power and authority (including full corporate or other entity pOWer and authority) to execute and deliver the Transaction Agreements (the uyer Relgted Agreements") and, as of the Closing Date, to perform its obligations thereunder. The execution, delivery, and performance of the Buyer Related Agreements and all other agreements contemplated thereby have been duly authorized by Buyer or will be so authorized as of the Closing. The Buyer Related Agreements constitute the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors? rights generally, and (ii) as limited by laws relating to the availability of speci?c performance, lniunotlve relief, or other equitable remedies. 4.3 Non-contrayentlon. Neither the execution and delivery of the Buyer Related Agreements, nor the consummation of the transactions contemplated thereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other (arm/I {ooJ mm; - 9 00015 2017-L-009325 PAUI: l7 nib-1 FILED 2/22/2018 1:24 AM restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing documents or (ii) con?ict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject. 4.4 Goyernmentai Consents and ?lling . No consent, approval, order or authorization of, or registration, quali?cation, designation, declaration or ?ling with, any federal, state or local governmental authority is required on the part of Buyer in connection with the consummation of the transactions contemplated by this Agreement. 4.5 Consents. Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or apprOVal of any third party in order for the Parties to consummate the transactions contemplated by this Agreement. 4.6 Resources. Upon the waiver or satisfaction of all conditions to the obligations of Buyer set forth in Section 8.1 and Section 3.2, Buyer shall have adequate financial resources to meet its obligations hereunder. Buyer shall provide Seller with reasonable evidence that a bank account under Buyer?s authority contains said ?nancial resources no later than ?fteen (i5) days prior to the Closing Date. 4.7 Brokers? Fee . Buyer has no Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated. 4.8 Ability to Obtain Consents and Approygls. There exist no facts or circumstances attributable to Buyer, or any other Person that exercises Substantial Control with respect to Buyer, or any affiliate of Buyer, that would, individually or in the aggregate, be reasonably expected to materially and adversely affect Buyer?s ability to obtain any Pre-Closing Educational Notices/Consent, Educational Approval or other consent or approval that must be obtained in order to continue the operation of the College following the consummation of the transactions contemplated herein. Schedule 4.8 4.9 Other Institutions gr Sgujce: . Except as set forth on Section 5.9 of Annex B, to the Knowledge of Buyer, neither Buyer, nor any affiliate of Buyer, nor any Person that exercises Substantial Control over Buyer, or member of such person?s family (as the term ?family? is defined in 34 C.F.R. alone or together, exercises or exercised Substantial Control over another educational institution or third-party servicer (as that term is de?ned in 34 C.F.R. 668.2). 4.10 No Yiolations or Bankruptcies. To the Knowledge of Buyer, neither Buyer, nor any af?liate of Buyer, nor any Person that exercises Substantial Control over or any affiliate of Buyer, or member of such person?s family (as the term ?family" is defined in 34 C.F.R. alone or together, exercises or exercised Substantial Control over another institution or third-party (00.119070) i 0 NCC-ULRICH 00016 ELECTRONICALLY 2/22/2018 l:24 AM 20 i 7-L-009325 PAGE i8 nib-l servicer (as that term is defined in 34 C.F.R. 668.2) that owes a liability for a violation cfa Title IV Program requirement or (ii) owes a liability for a Title iV.Prog1-am violation. To the Knowledge of Buyer, neither Buyer nor any affiliate of Buyer have knowingly employed in a capacity involving administration of Title IV Program funds, any individual who has been convicted of, or has pied nolo contenders or guilty to, a crime inVOiving the acquisition, use or expenditure of funds of a Governmental Authority or Educational Agency, or has been administratively or Judiclaiiy determined to have committed fraud or any other material violation of Law involving funds of any Governmental Authority or Educational Agency. (0) To the Knowledge of Buyer, neither Buyer, nor any af?liate of Buyer have contracted with an institution or third-party servicer that has been terminated under 487 of the HEA for a reason involving the acquisition, use, or expenditure of funds of a Governmental Authority or Educational Agency, or has been administratively or Judiciaiiy determined to have committed ?aud or any other material violation of Law involving ?mds of any Governmental Authority or Educational Agency. To the Knowledge of Buyer, neither Buyer nor any owner or DOE Affiliate of Buyer that has the power, by contract 01 ownership inte1est, to direct 01 cause the direction of management of policies of any the College haVe ?led for relief in bank1uptcy or had ente1ed against it an o1der for 1eiief in bank1uptcy. To the Knowledge of Buyer, none of Buyer, nor any DOE Af?liate or chief eXecutive of?cer of Buyer have pied guilty to, pied nolo contenders, or been found guiltyof, a crime involving the acquisition, use or expenditure of ?mda under the Title IV Programs or been judicially determined to have committed fraud involving funds under the Title IV Programs. To the Knowledge of Buyer, neither Buyer, nor any af?liate of Buyer have contracted with or employed any Person that has been, or whose officers or employees have been, convicted of, or pied nolo contenders or guilty to, a crime involving the acquisition, use 01 expenditu1e of funds of any Governmental Authority or Educational Agency, or administratively or Judiciaily determined to have committed ?aud 01 any othe1 material violation of Law involving funds of any Governmental Autho1ity 01 Educational Agency. 5. PRE-CLO CO TS. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing or termination of this Agreement: 5.1 General. Each of the Parties will use his, her, or its commercially reasonable effo1ts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in Section Notwithstanding I anything to the contrary herein, nothing in this Agreement shall require the Seller, Buyer or any of their respecthe representatives, in such person?s capacity as a representative of the Seller or (dim/1 (00.119070) i i NCC-ULRICH 00017 20 i PAGE i9 nib-l FILED 2/22/2018 Buyer, to take any action, or refrain from taking any action, to the extent required to comply with its or t'heir?duciaiy obligations under applicable law. 5.2 Notices and Consent. Each of the Parties agrees to use its commercially reasonable efforts give any notices to third parties, and to obtain any Consents referred to in Section 3.3, and the items set forth on Section 3.2 of the Disclosure Schedule. Each of the Parties will give any notices to, make any ?lings with, and use its best efforts to obtain any authorizations, consents, and approvals of Governmental Authorities, Accrediting Bodies and State Educational Authorities in connection with the matters referred to in Section 3.3. Pro-Closing NoticesZConsent .Each of the Parties shall use commercially reasonable efforts to obtain the Educational Notices/Consents and any Educational Approvals necessary for the performance of their respective obligations pursuant to this Agreement and the other Transaction Agreements. 0 Co nc ions. The College shall provide Buyer with copies of all letters, applications, or other documents to be submitted to, or received from, any Educational Agency or Governmental Authority with respect to any consent, license or Pro-Closing Educational Notices/Consent or in connection with the pre- acquisition review application to be filed with the DOE, including drafts of any such letters, applications and other documents; provided that no such letters,- applications, or other documents shall be submitted to any Educational Agency without the prior review and consent ofBuyer, such consent not to be unreasonably delayed or withheld. Qooperatlo . The Parties shall use commercially reasonable efforts to assist each other in obtaining the Consents, Pro-Closing Educational Notices/Consents, the other Consents and any other consent, license or Educational Approval, including, without limitation, in preparing and filing appropriate accreditation and regulatory approvals and required Illinois ?lings, on or before August 1, 2016 that permits mil implementation by March 31, 20i7. 5.3 Operation and Preservation of Buglnes . Seller will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business without the consent of Buyer, which consent shall not be unreasonably withheld, and Seller agrees as follows: Seller shall continue to operate its enrollment, ?nancial aid, business and other operations in good faith and in the Ordinary Course of Business, and with no material policy changes prior to the Closing Date; Seller shall submit required audit reports to applicable federal and state Educational Agencies; (0) Seller shall not sell, lease, transfer, or assign any of its assets, tangible or intangible; other than for a fair consideration in the Ordinary Course of Business; Seller shall not enter into any Contract (or series of related Contracts) outside the Ordinary Course of Business other than this Agreement; rams/r (00119070; 12 NCC-ULRICH 00018 Fl 2/22/2018 2017-L-009325 PAGE 20 0M4 Seller shall not accelerate, terminate, modify, or cancel any Material Contract to which Seller is a party or by which Seller ls bound, witirout the Consent of Buyer, which consent shall not be unreasonably withheld; (0 Seller shall not terminate any Key Employee without the consent of Buyer, which consent shall not be unreasonably withheld; and Seller shall not discharge a material Liability or Lien outside the Ordinary Course of Business. Full Access. Seller will give to Buyer and its accountants, legal counsel, and other representatives full access, during normal business hours, at a mutually agreeable location arranged in advance, to all of the books, records, fries, documents, properties, and Contracts of Seller relating to the Acquired Assets or reasonably related to Seller?s conduct of its business and allow Buyer and any such representatives to make copies thereof. This Section shall not affect or be deemed to modliy any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. Seller shall maintain and make available the information and records speci?ed in this Section in the ordinary course of the College?s business and document retention policies, as if the transactions contemplated by this Agreement had not occurred. 5.4 Notice of Deyelopments. Seller will give prompt written notice to Buyer of any development causing a breach of any of the representations and warranties in Section; or an inaccuracy in the Disclosure Schedule and will provide such information as necessary to supplement, modify or amend the Disclosure Schedule with particularity and describe the relevant facts in detail on or 'prior to Closing (such information collectively, the uppiemental information?). Buyer will give prompt written notice to Seller of any material adverse development causing a breach of any of its own representations and warranties in mm. 5.5 Exciusiyig. Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any of its respective of?cers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the ?Representatiyes?) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly acquire any of the assets of Seller. 5.6 flferminatlon and Assumption of Employee Benefit Plan. Prior to the Closing Date, Seller shall have terminated Seller Tax Deferred Annuity Plan, IF ANY, E.O. -- 40] Plan]; and APPLICABLE Seller Salary Savings Retirement Plan, 117 ANY, E.G. -- 401(k) Plan]. in connection with the termination of the Seller?s 401(a) Plan, Seller shall take all action necessary to may vest the account balances of all of the participants in the Seller?s 401(a) Plan. Seller shall provide Buyer with evidence that such Employee Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Trustees. The form and substance of such lama/1 (00319070) 1 3 NCC-ULRICH 00019 l-?iLi-LD ?:24 AM 2i ol?O-l resolutions shall be subject to reasonable review and approval of Buyer prior to the Closing Date. Seller also shall take such other actions In furtherance of terminating such Employee Benefit Plan(s) as Buyer may reasonably require. In the event that termination of such Employee Bene?t Plans would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees (?Termination Fees"), Seller shall be solely responsible for such Termination Fees. Any discretionary employer contributions and any employer contribution for 2016, 2017 or for any period prior to the Closing Date for employees shall be determined in the Seller?s sole discretion, except to the extent required by applicable state crfedcrai law and limited by any contractual obligations of Seller; grogtde d, 110113828)?. that Buyer shall not assume, fund or continue any such contributions. Except as speci?ed herein, effective as of the Closing Date, Seller shall terminate all Seller sponsored Employee Bene?t Plans. 5.7 Monthl Fin nci 3 Seller will provide a ?nancial report to Buyer on the 25? day ofthe month following the month for which such report is provided 6. EST-EFFECTIVE DATE Amy POST CLOSING COVEEQTS. The Parties agree as follows with respect to the period following the Effective Date and the Closing Date: 6.1 General. In case at any time after the Effective Date and the Closing any further actions are necessary or desirable to carry out the purposes of this Agreement and the other Transaction Agreements, each of the Parties will take such further actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request. Moreover, each party agrees to cooperate with the other party?s reasonable request for information and/or access to records and documents that a party may need after Closing. 6.2 Closing Information Supper}. In the event and for so long as any Party actively ls contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with any transaction contemplated under this Agreement or any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, each of the other Parties will cooperate with It and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting cr defending Party. 6.3 Transition. Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, llcensor, customer, supplier, or other business associate of Seller from maintaining the same business relationships with after the Effective Date or Closing as it maintained with Seller prior to the Effective Date without the consent of Buyer or consistent with Seller?s Expense Projections. After the Closing, Seller will refer all customer inquiries relating to the College to Buyer from and after the Closing. 6.4 Con?dentiality. Each Party will treat and hold as such all of the Confidential Information of the other Party, refrain from using'any such Confidential Information except in connection with this Agreement, and deliver to the disclosing Party or destroy, at the request and option of the disclosing Party, all tangible embodiments (and all copies) of the 16mm (so: now; l4 NCC-ULRICH 00020 Li; 2/22/2018 1 1:24 AM 2017-L-009325 i?AGl; 27. ul? Confidential Information that are In its possession. In the event that receiving Party is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatcry, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, receiving Party will notify disclosing Party of the request or requirement so that disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Sectiog 6.5. If, in the absence of a protective order or the receipt of a waiver hereunder, receiving Party is, on the advice of counsel, compelled to disclose any Con?dential Information to any tribunal or else stand liable for contempt, receiving Patty may disclose the Confidential Information to the tribunal; wormed. W, that receiving Party shall use its best efforts to obtain, at the request of disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Con?dential Information required to be disclosed as disclosing Party shall designate. The foregoing provisions shall not apply to any Con?dential Information that is generally available to the public immediately prior to the time of disclosure unless such Con?dential Information is so available due to the actions of receiving Party. This provision replaces, supersedes and controls over any' other confidentiality agreements executed or effecthe between the parties. 6.5 Public Announcements. On and prior to the Closing Date, Buyer and Seller shall advise and confer with each other prior to the issuance of any reports, statements or releases concerning this Agreement (including the exhibits and schedules hereto) and the transactions contemplated herein. Neither Seller nor its Af?liates will make any public disclosure prior to the Closing or with respect to the Closing unless Buyer agrees on the text and timing of such public disclosure; growled, however, that nothing contained herein shall prevent either party at any time from furnishing any information to any Governmental Authority, or (ii) Seller from making Verbal communications to current and prospective students, employees, alumni, donors and friends of the College. 6.6 Return of gesn'icted Asset . If, at any time following the Closing, any of the Acquired Assets are discovered to be subject to any restrictions (on use or otherwise) imposed by any Governmental Authority or pursuant to any Contract or other grant", donor or pledge 'doeument, notwithstanding Seller's and Buyer?s respective due diligence conducted in anticipation of the transaction contemplated by this Agreement, Buyer shall acknowledge and agree to such restrictions or cause such assets to be returned to Seller, any successor entity of Seller, or as otherwise may be required by applicable Laws, without recourse so that such assets may be used for its intended, charitable purpose. 6.7 Buyer?s Post-Qiosing Covenants. A?er the Closing, Buyer covenants and agrees to the following: To implement and build a Shimer Great Books School, retaining the Shimer name, and conducting and administering the College?s Great Books educational program acquired pursuant to this Agreement, overseen by the Provost of Buyer effective for the 2017~2018 academic year, and shall continue for a minimum of at least two (2) years thereafter; (aim/I (00.119070) 1 NCC-ULRICH 00021 2/22/2018 11:24 AM 2017-L-009325 PM it 23 0104 To provide adequate classroom space, equipment, faculty of?ces, and such other facilities as is reasonably necessary to conduct and administer the College?s Great Books educational programs: (0) To use Its reasonable efforts with Seller?s reasonable assistance to continue and maintain Seller?s existing programs, including the Oxford Study Abroad Program, the Kent School of Law, community college relationship, and other College programs with third-party institutions as the Buyer deems appropriate; To substantially maintain the College?s educational program requirements for students admitted to the College prior to and through summer, 2017, with the understanding that all students admitted to the Shlmer School, beginning with the 2017?201 8 academic year, will meet all Buyer?s admission and graduation requirements; To continue the College?s educational programs and missions for at least three (3) years through academic years 2017-2018, 2018-2019, and 2019-2020, and to continue such programs and missions thereafter, subject to Buyer?s own internal review and consideration; Upon the reasonable agreement of Buyer and Seller to employ for at least one (1) month after Closing, employees responsible to assist Seller with the transition and transfer of the Acquired Assets, Faculty, Employees and students to Buyer; To offer to employ all Shlmer faculty members as set forth in Section 8; To provide all College?s Students with the same rights and privileges as Buyer?s students, and subject to the same academic and conduct regulations as Buyer?s students; (1) To admit to Buyer?s college for the remainder of the four (4) years from the initial date of their admittance to College all Seller students admitted to Seller prior to the Closing Date, and who are in good standing and have not been prohibited from entering Seller?s current campus, but at no greater cost than such students? current net tuition, but subject to Buyer?s tuition increases as are applicable to all of Buyer?s students and implemented in the Buyer?s Ordinary Course chuslness; and To continue to pay any agreed-upon, Assumed Liabilities itemized on the Disclosure Schedule. The Buyer will not be obligated to pay any liability not itemized on the Disclosure Schedule. 6.8 Seller?s Post Closing Obligations. After the Closing, and subject to the availability of Post-Closing Maintenance Cash, Seller covenants and agrees to the following: Subject to the terms and restrictions of any applicable gift Instrument, estate document, the illinols Uniform Prudent Management of institutional Funds Act, the illinols Charitable Trust Act, and other applicable Laws and Educational Laws, to support the Shlmer academic programs and missions continued by Buyer through the bequests and gifts made to Seller from donors, alumni and other sources, including but not limited to, the Estate of lama/I (00mm; 1 6 NCC-ULRICH 00022 FILLI) 2/22/2018 11:24 AM 20 i PAGE 34 of (14 William J. Davis, and other known or unknown will and/or estate gifts, or other gifts received in support of continuing the Shlmer academic programs and missions; To cooperate in supplying information needed for Buyer to continue Shlmer?s educational programs; (0) Unless otherwise agreed by the parties, to keep the Shlmer College legal entity, or any successor entity to which Seller may conVert upon reasonable agreement with Buyer, in good standing with the State ofliilnols until the later of May 30, 2018 or the date of the transfer of any remaining assets to Buyer; and Such other reasonable requests necessary to carry out the intent of the transaction. 7. COEDITIOES TO OBLIGATION TO CLOSE. Con lens 0 i ions of . The respective obligations of Buyer and Seller to consummate the transactions to be performed by each of them in connection with the Closing is subject to satisfaction of the following conditions: no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement (B) cause any of the tiansactlons contemplated by this Agreement to be rescinded following consummation (and no such injunction, Judgment, or,de1 decree, ruling, or charge shall be in effect), or (C) result in a Material Adverse Change; Buyer and Seller shall have entered into Bills of Sale substantially in the form attached hereto as Exhibit A: (0) Buyer and Seller shall have entered into Assignment and Assumption Agreements (including Intellectual Property transfer documents) substantially in the form attached hereto as xhiblt Buyer and Seller shall have procured all Consents and made or obtained all Pre-Closlng Educational Notices/Consents and Educational Notices/Consents required to be made or obtained prior to Closing including, but not limited to, HLC, DOB and On or before December 1, 2016, Seller shall have entered into the HT Settlement Agreement with IIT, in substantially the form attached hereto as Exhibit E, which: Id 71.! (00.119070) 1 7 NCC-ULRICH 00023 2122/2018 11:24 AM 20 i 7-L-009325 i 25 of (14 Resolves all Seller?s disputes, obligations and Indebtedness to and (ii) Resolves all Seller?s obligations to IIT under the HT Lease, Including a surrender and lease termination date of May 31, 2017 with no financial obligations after the termination of the Lease; and With regard to the litigation set forth on Schedule 3.13. of the Disclosure Schedule, Seller shall have either (1) resolved such litigation or (11) provided assurance to Buyer that the litigation is covered by appropriate insurance coverage. Fifty-Three (53) Shlmer students shall be enrolled in Seller for the Spring 2017 school semester as of the Seller?s ten (10) day count. Thirty-three (33) Shlmer students shall have executed an intent to enroll with Buyer and have accepted written financial aid packages on Seller's customary forms on or before the Closing Date for enrollment in with Buyer for the Fall 2017 school semester. (1) The Seller?s current President, Susan Henking, shall have entered into an employment agreement with Buyer or a formal seVerance agreement with Seller. 0) The Seller shall deliver UCC searches showing good and marketable title to the assets being conveyed to Buyer. The Seller shall have obtained a Directors and Of?cers Liability Policy, in amounts of $1 ,000,000 per occurrence and $2,000,000 in the aggregate covering the acts of Seller?s of?cers and Trustees for acts and omissions occurring prior to the Closing Date, and naming Buyer as an additional insured (the Policy?). The Parties shall have agreed in writing upon all matters set forth in this Agreement that are explicitly described as to be ?mutually agreed upon," "agreeable to? or ?determined by" the Parties or other similar language. Either Party may waive any condition speci?ed in this Section 2.1 if it exacutcs a writing so stating at or prior to the Closing Date. 7.2 Conditions to Buyer's Obligation. Buyer?s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: the representations and warranties set forth in Section 3 shall be true and correct in all material respects, except as set forth in the Supplemental Information, at and as of the Closing Date; no Material Adverse Change as to Closing Liabilities and Assumed Liabilities shall have occurred since the Most Recent Fiscal Month End; 16mm woman; 1 8 NCC-ULRICH 00024 iiLitCl'Rl Hi lzl) 2/22/2018 I 1:24 AM 20 PAUL 26 of (0) Seller shall have performed and compiled with all of Its covenants hereunder and the other Transaction Agreements In all rcspecis?through the Closing Date; . the Key Employee?s shall have entered into Buyer?s standard hire letters with Buyer; at least ten (10) days prior to the Closing Date, Seller shall have delivered to Buyer a list of all the Closing Liabilities and Assumed Liabilities, Acquired Assets, Excluded Assets, and Excluded Liabilities; the total, aggregate amount of the Closing Liabilities and the.Assumed eivabies, shall not exceed Seller shall haVedelivered to-Buyer a non-foreign af?davit dated as of the Closing Date, .8W0l'n under penalty of perjury and in form and substance required under . Treasury Regulations issued pursuant to Code ?i445 stating that Seller is not a ?foreign person" as defined in Code ?l445-(tho Seller shell have delivered to Buyer a certi?cate certi?ed by the President ofSelier that each of the conditions specified In this Sections 2- are satis?ed in 'all respects (the cl er Offie "s . Seller shall have delivered to Buyer a certi?cate. of the secretary 09 Seller (the i dated as of the Effective Date, in form and substance reasonably satisfactory to Buyer, and such Secretary?s Certi?cate shall contain:- the Charter as certi?ed from the Secretary of State-and certi?cation that there have been no material amendments thereto; - .I (ii) the Bylaws and celtl?cation that there have been no material amendments thereto; copies of the certificate of good standing or similar status of Seller issued on or- soon 'before the Closing Date by the Secretary ot? State (or comparable agency) of the Jurisdiction of each such Rerson?s organization and of each Jurisdiction in which each such Person is qualified to do business, in each case, provided that suchJurlsdiotlon has an officer that provides such certi?cates; (iv) resolutions cf?the Board ot? Trustees authorizing the execution, delivery, and performance ofthis Agreement and the transactions contemplated hereby; copies of documents redulred to be doliVered pursuant to Section 7.i(e) and and (vi) incumbency and signatures of the officers of Seller executing this Agreement and the other Transaction Agreements. Nina/l (ass/rem l9 NCC-ULRICH 00025 HLizi) 2/22/20l8 ?:24 AM 2017-L-009325 PAGE 27 MM Buyer may WaiVo any condition speci?ed in this 390!ng 2.2 if it executes a writing so stating at or prior to the Closing Date. 7.3 Conditions to Seller?s Obligation. The obligation of Seller to consummate the transactions is subject to satisfaction of the following conditions: the representations and warranties set forth in Sectign? shall be true and correct in all material respects at and as of the EffectIVe Date; a" suf?cient number of Employees necessary to continue the Shlmer academic programs offered employment pursuant to Section 3.1 shall have accepted employment with Buyer; Buyer shall have delivered the Purchase Price to Seller in accordance with Section 2.5; - Buyer shall have provided Seller with reasonable evidence of its ?nancial ability to meet its obligations under this Agreement in accordance with Section 3.8; Buyer shall haVe delivered to Seller a certificate certified by the Chief Executive Of?cer that each of the conditions speci?ed in this Section 2.3 are satis?ed in all respects (the er i i Buyer shall have delivered to Seller a certificate of the secretary of Buyer (the yyer Seor?etgry cgte dated as of the Effective Date, In form and substance reasonably satisfactory to Seller, and such Secretary? Certi?cate shall contain: the Certi?cate of incorporation of Buyer as certi?ed from the applicable Secretary of State and certification that there have been no material amendments to any of the foregoing; (ii) the Buyer Bylaws and certi?cation that there have been no material amendments thereto; copies of the certi?cate of good standing certified by the Secretary of State of the jurisdiction of each jurisdiction in which Buyer is incorporated or quali?ed to do business and if applicable, a good standing from the franchise tax board; (iv) resolutions of the Board of Trustees of Buyer authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and incumbency and signatures of the of?cers of Buyer executing this Agreement and the other Transaction Agreements. Seller may waive any condition specified in this 'Sectign 2.3 if it executes a written waiver thereof at any time. {003/9070} 20 NCC-ULRICH 00026 2/22/2018 1 1:24 AM 28 of (3-1 8. EMPLOYEE RS. 8.1 Employees. Offer of Employment. Subject to and in accordance with the provisions of this g, Buyer shall offer to employ all Seller?s faculty- members as full members of Buyer?s faculty at no less than their current compensation for at least three (3) years, pursuant to the terms of the employment contract attached hereto as Exhibit D, but subject to Seller?s standard faculty handbook and faculty governance, and with a pathway for tenure track appointments of Buyer, dependent on the continued success of Buyer?s continuation of the College?s education programs. Seller shall provide Buyer with all employee records for the faculty and administrative employees in the books and records transferred to Buyer at the Closing. lgey in addition to Buyer?s obligation to offer employment to all Seller?s faculty, Buyer shall also enterinto written hire letters with the Employees listed in Section 8.1(b) of the Disclosure Schedule. (0) gt Prior to Closing. Seller agrees to use reasonable efforts to retain the Employees identi?ed by Buyer to be retained as employees of the business until the Closing Date, and to assist Buyer in securing the employment after the Effective Date of those employees to whom Buyer (or designated by Buyer) makes or intends to make offers of employment under Section including, but not limited to, reasonably assisting Buyer in communicating with each of the Employees. After the Effective Date, Seller shall not terminate any Employee without the consent of Buyer, which consent shall not be unreasonably withheld. Seller shall notify Buyer if, notwithstanding the foregoing, any Key Employee or any-Employee material to Seller?s business terminates employment with Seller after the date of Effective Date but prior to the Closing. After the Effective Date, and at Buyer?s sole cost and expense, Buyer may request Seller to hire additional employees for the business, in which case Seller will use commercial reasonable efforts to identify and hire such employees. 8.2 Compensation and Benefits of Employee . Ail Faculty, Key Employees and other Seller employees employed by Buyer shall receive such bene?ts as provided in the respecthe employment agreements, Buyer shall give each employee credit for such employee?s years of most recent continuous service with Seller for purposes of determining eligibility and vesting under Buyer?s vacation, health, welfare and bene?t policies or plans, and any waiting periods for eligibility to participate in bene?t plans shall be waived. 8.3 Other Employees of the Bpsines . With respect to each employee of Seller as of the Closing Date who does not become an employee of Buyer, Seller acknowledges that they shall remain employees of Seller. 8.4 No Right to Continued Employment or Benefits. No provision in this Agreement shall create any third party beneficiary or other right in any Person (including any beneficiary or dependent thereof) for any reason, including, without limitation, in respect of continued, resumed Io'llJa/l (09119070) - 21? NCC-ULRICH 00027 1?1 2/2?2018 11:24 AM 2017-L-009325 01? or new employment with Seller or Buyer (or any Af?liate of Seller or Buyer) or in respect of any bene?ts that may be provided, directly or indirectly, under any plan or arrangement maintained by Seller, Buyer or any Af?liate of Seller or Buyer. Except as otherwise expressly provided in this Agreement, Buyer ls under no obligation to hire any employee of Seller, provide any employee with any particular bene?ts, or make any payments or provide any bene?ts to those employees of Seller whom Buyer chooses not to employ. Nothing in this Agreement shall change the nature of any at-wili employment relationship between Buyer and any Transferred Employeerose 1" . Ali representations, warranties and covenants made by the Patties herein or in any certi?cate or other instrument delivered by any Party under this Agreement shall be considered to have been relied upon by such other Party or Parties, as the case may be, and shall survive the Closing (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) for a period of tWelve (12) months, except for claims for fraud (including intentional misrepresentation but excluding negligent misrepresentation), as to which a claim may be made until the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers). 9.2 indemni?cation Proyislons. Subject to the limitations set forth in Section Seller shall indemnify and hold harmless Buyer and its respective successors and assigns, Af?liates and agents, attorneys, of?cers and directors, trustees and other representatives and each other Person, if any, controlling such person (each a ?Buyer indemni?ed Bersgn?) from and against all Liability or Adverse Consequences, as a result of, or based upon or arising out of, directly or indirectly: any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by Seller in or pursuant to this Agreement or other Transaction Agreements. Subject to the limitations set forth in Section Buyer shall indemnify and hold harmless Seller and its respective successors and assigns, Af?liates and agents, attorneys, of?cers and directors, employees and other representatives and each other Person, if any, controlling such person (each a ?Seller Indemni?ed Person?) from and against all Liability or Adverse Consequences, as a result of, or based upon or arising out of, directly or indirectly: any inaccuracy in, breach or nonpert?ormance of, any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement or other Transaction Agreements; and (11) Third Party Litigation with respect to Buyer, based upon Buyer's own acts or omissions, to the extent related to the period subsequent to the Closing, arising out of 16mm (00119070) 22 NCC-ULRICH 00028 30 ni?c-i 20 i 7-L-009325 W22120l8 I AM PAUL FILLI) or in connection with the Acquired Assets, the Assumed Liabilities or the operation of the College, including without limitation, reasonable attorney's fees and other expenses. 9.3 Indemnification Proceggreg. Any party making a claim for indemnification hereunder (the ?Indemnified Party?) shall notify the indemnliying party (the of the claim and describe in reasonable detail the facts giving rise to such claim, the amount of such claim, and such other information as the Indemnifying Party may reasonably request. The indemni?ed Patty shall submit such noti?cation of a claim in writing to the indemnifying Party (a and in any event no later than the earlier of ten (10) business days after its determination of the existence of such claim and the date that any response or submission is required or made in connection with such claim; Md, homegeg, that any such Notice of Claim must be submitted prior to the expiration of the applicable survival period pursuant to Section 9.1. If at any time subsequent to the Closing a party or parties entitled to make a claim for indemni?cation hereunder becomes aware of any demand or claim asserted by a third party which gives rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in Adverse Consequences for which such Indemni?ed Party believes it may be entitled to indemni?cation hereunder (a ?Third Pam Claim?), then the Indemnified Party shall notify the Indemnifying Party in writing and in any event no later than the earlier of ten (10) business days after its receipt of such claim and the date that any response or submission is required or made in connection with such claim; however, that any such notification must be submitted prior to the expiration of the applicable survival period pursuant to Section 2. With respect to any Third Party Claim, the Indemnifying Party shall be entitled to assume and control (with counsel of its choice) the defense of such Third Party Claim at the Indemnifying Party?s expense and at its option by sending written notice of its election to do so after receiving the Notice of Claim from the Indemnified Party; provided, however, that: (A) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (the fees and expenses of such separate counsel shall be borne by the indemnified Party; (B) if the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnifying Party shall be entitled to compromise or settle such Third Party Claim in its sole discretion so long as either such compromise or settlement provides an unconditional release of the Indemnified Patty and Its Affiliates with respect to such claim without the payment of any money or other action, or the Indemnifying Party shall obtain the prior written consent of the Indemnified Party; and (C) if the Indemnifying Party shall not have assumed the defense of such Third Party Claim, the Indemni?ed Party may assume the defense of such Third Party Claim with counsel selected by it, reasonably acceptable to the Indemnifying Party, and at the Indemnifying Party?s expense, and may make any compromise or settlement thereof or otherwise protect against the same and be entitled to all amounts paid as a result of such Third Party Claim or any compromise or settlement thereof, provided that, in the case of any such compromise or settlement, the Indemni?ed Party shall obtain the prior written consent of the Mind/I (oar/90m 23 NCC-ULRICH 00029 FILLD 2122/2018 11:24 AM PAUL 3 010-1 Indemnifying Party. The Indemnified Party shall give the Indemnifying Party notice of the name of counsel selected by it prior to the time of assuming the defense and the Indemnifying Party shall have ?ve (5) business days in which to object to such counsel. In the event of such objection, the Indemnifying Party shall have the obligation to defend on the terms speci?ed herein. The Indemnified Party will cooperate, at the Indemnifying Party?s expense, in all reasonable ways with, make its relevant ?les and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnifying Party in connection with any Third Party Claim. 9.4 Limitations. In no event shall either Party in the aggregate be liable for any Adverse Consequences as to any claim for indemnification unless such Adverse Consequences exceeds $10,000.00, in which case such Party shall be liable for all Adverse Consequences ?'om the ?rst dollar up to an aggregate amount not to exceed $50,000.00, 9.5 Other Indemni?cation Provisions. The foregoing indemni?cation provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy may have with respect to Seller or the transactions contemplated by this Agreement. - 9.6 Effects off Knowledge. Buyer Indemni?ed Persons shall have no right to indemni?cation or payment of Adverse Consequences based on any breach of representations and warranties arising from matters that were within the Knowledge of Buyer as of the Closing. Seller Indemni?ed Persons shall have no right to indemni?cation or payment of Adverse Consequences based on any breach of representations and warranties arising from matters that were within the Knowledge of Seller as of the Closing. 9.7 W. The waiVer of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemni?cation, payment of Adverse Consequences, or other remedy based on such representations, warranties, covenants and obligations. 9.8 Right of Setgff. Each party shall have the rights of recoupment, set-off, defense and counterclaim with respect to all or any part of any obligations of the other party hereunder, including with respect to indemni?cation obligations. The party seeking to set-off shall notify the other party in writing specifying the grounds for such adjustment with reasonable detail supporting such adjustment. If such party objects to such adjustment, that party shall notify the party seeking set-offwithln ?fteen (15) days of receipt of such notice. Parties cannot come to a mutually agreement with regards to such adjustment within thirty (30) days a?er sueh party?s receipt of such objection, then either Party may submit such dispute to be resolved pursuant to arbitration as provided below. 9.9 Treatment of Indemni?cation Payments. All indemni?cation payments made pursuant to this Section shall be treated by the Parties for income tax purposes as adjustments to the purchase price of the Acquired Assets unless otherwise required by applicable Law. 16mm marinara) 24 NCC-ULRICH 00030 liL Li: 21221201 8 [:24 AM 2017-L-009325 i i; 32 of 10. TERMINATION. 10.1 Termln lo of - . Certain of the Parties may terminate this Agreement as provided below: - Buyer and Seller by mutual written consent at any time prior to the Closing; Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing in the event Seller has breached any material representation, warranty, or covenant contained In this Agreement or the other Transaction - Agreements in any material respect, Buyer has noti?ed Seller of such breach and such breach has not been cured by Seller for a period of thirty (30) days after the notice of breach and, in . any event, within forty-five (45) days after all Educational Notices/Consents are received, or (ii) if the Closing shall not have occurred within 45 days after all Educational Notices/Consents are received, by reason of the failure of any condition precedent under Section 12.1 or Section 1.2 (unless the failure results primarily item Buyer itself breaching any representation, warranty, or covenant contained in this Agreement), or if Buyer determines, in its sole discretion, at any time prior to Closing, that Seller will not be able to operate the College in the Ordinary Course of Business and satisfy any of the Closing Conditions set forth herein, including without limitation, Sections 7 .l or Section 7.2; and (0) Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing in the event Buyer has breached any material representation, warranty, or covenant contained in this Agreement or the other Transaction Agreements in any material respect, Seller has noti?ed Buyer of such breach and such breach has not.been cured by Buyer for a period of thirty (30) days after the notice of breach and, in any event, within 45 days after all Educational Notices/Consents are received, or (ii) if the Closing shall not have occurred within 45 days after all Educational Notices/Consents are received, by reason of the failure of any condition precedent under Section 2.1 or Section (unless the failure results primarily from Seller itself breaching any representation, warranty, or covenant contained in this Agreement), or if Seller determines, in its sole discretion, at any time prior to Closing, that Seller will not be able to operate the College in the Ordinary Course of Business and satisfy any of the Closing Conditions set forth herein, including without limitation, Section 10.2 Effect of Termination, In the event that this Agreement shall be terminated pursuant to this Section 10, each Party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same, and unless such termination is pursuant to Sec i 0 i or Section 10,1tcttii, all further obligations of the Parties under this Agreement shall terminate without further liability of any Party to the other Party; grati?ed, Wt. that the confidentiality provisions contained in Section 6.5 and the expenses provision contained in shall survive any termination pursuant to this W. lama/I (00mm) 25 NCC-ULRICH 00031 ELECTRONICALLY FiLiiD 2/22/2018 11:24 AM 20 I PAGE 3301?04 11. 11.1 W. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respectIVe successors and permitted assigns (except that Section 2 is intended to benefit Indemni?ed Parties). BMW. This Agreement and the other Transaction Agreements (including the documents referred to herein) constitute the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. 1.3 Succession and Assignm at. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of Buyer and Seller; gro?ded, hangeygzj, that Buyer may, with Seller?s consent, which shall not be unreasonably withheld, assign any or all of its rights and interests hereunder to one or more of its Affiliates, including Buyer's Parent and any limited partner of an Affiliate, and designate one or more of Its Affiliates, including Buyer's Parent and any limited partner of an Af?liate, to perform its obligations hereunder. 11.4 H_ead_ _n_gs. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 11.5 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in Writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given when delivered personally to the recipient, one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), one (1) business day after being sent to the recipient by facsimile transmission or electronic mail, or four (4) business days after being mailed to the recipient by certi?ed or registered mail, return receipt requested and postage prepaid, and addressed to the attention of the intended recipient as set forth below: [fro Seller: Copy to:_ Shlmer College Hogan Marren Babbo Rose, Ltd. 3424 S. State Street 321 N. Clark Street, Suite 1301 Chicago, Illinois Chicago, IL 60654 Attn: Chris Vaughan Attn: Charlie Rose [fro Buyer: Copy to: North Central College Kevin M. Gensler, Esq. lama/1 (aw/om) 26 NCC-ULRICH 00032 HLlil) 2/22/20l8 ll 24AM 20 7-L-009325 Hal Attn: Dr. Troy D. Hammond Dommermuth, Coblne, West, Gensier, 30 N. Bralnard Street Philipchuck, Corrlgan and Bernhard, Ltd. NaPOI?Vllie. Illinois 50540 i] E. Jefferson Avenue, Suite 200 Naperville, Illinois 60540 Any Party may change the address and representative to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 11.6 Goyerning THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS. In the event of any controversy or claim between or among any of the Parties arising out of, relating to or in connection with any provision of this Agreement or the Transaction Documents, or the rights or obligations of the Parties hereunder, except for the enforcement of the con?dentiality and non-solicitation provisions of this Agreement, the Parties shall try to settle their differences amicably between or among themselves and if such process fails, then through binding arbitration as follows: Informal Direct Communication. Any Party may initiate such informal dispute resolution by sending written notice of the dispute to the other Parties, and within ten (10) days a?er such notice, senior management level representathes of each party shall meet, in person or by telephone, for attempted resolution by good faith negotiations. Such representatives shall be empowered and authorized to bind their respective companies with respect to the matter in dispute, and to settle the issue on behalf of their respective companies. (ii) If the Parties do not resolve the dispute within thirty (30) days, then the Parties agree to submit the dispute to ?nal and binding arbitration before a panel of one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (the Rules?) to be held in Chicago, Illinois; 2mm, hanger, the if the aggregate amount in dispute is greater than $1,000,000 then the panel will consist of three arbitrators. Arbitration will be commenced by any Party ?ling a demand for arbitration pursuant to the Rules (an ?Arbitration Demand"). That Party also shall send a copy of the Arbitration Demand to the other Parties involved in the dispute. The arbitration shall be conducted pursuant to the Rules. The panel will agree to comply with the procedures agreed to by Parties, or if applicable, the' Rules (including without limitation any and all of the time deadlines governing the panel?s conduct set forth in the procedures agreed to by Parties and the Rules, as applicable) and the terms of this Section. The panel shall have case management authority as provided under the The Parties agree that a Judgment may be entered on the panel?s award in any court of competent jurisdiction. The panel in reviewing any claim under this Agreement shall have the exclusive authority to determine any issues as to lama/I (aw/9070; 27 NCC-ULRICH 00033 IIH 7/22/20? ?:24 AM 2017-?009325 ['Ahl. HI inreoehlngadeebluxthe andbyepplleeblehw. ?993. myeppelleteeouxtthetetom). aunts. (iv) mm. EACH PARTY. TO THE FULLEST mm PERMITTED BY APPLICABLE LAW, HEREBY WW ALL RIGHT TO TRIAL BY JURY AS 10 ANY ISSUE RELATING HERETO IN ANY ACTION. PROCEEDINQ 0R ARISING OUT OF OR REL-15.11740 THIS AGREEMENT. W- Noemendment ofany bwaerandSeller.NowaiveI-by extend to any prlororsubeequmt defauh. misteptesentadon, or breach ofwan'enty oreovenant default, 11.8 mm. Any term or provision of this Agreement that is invalid or unenfoteeabie lnany of 1L9 Intention-Hy Deleted. 11.10 Mpg. Bach Patty acknowledges and represents that, in executing this Agreement and the other Thnsaetion Agreements, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf hes read and mdetsmod all of the terms and ptovisions of this Agreement. The Parties have participated in the negotiation and dn?ing of this Agreement. in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if dulled jointly by the mum sum 28 NCC-ULRICH 00034 2/22/2018 1 1:24 AM 201 7-L-009325 PAGE 36 01? Patties and no presumption or burden of proof shall arise favoring or disfavorlng any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word ?including" shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein shall have Independent signi?cance. if any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the that the Party Is in breach of the first representation, warranty, or OOVenanL 11.11 0' on of ibis Annexes che ie . The Exhibits, Annexes, and Schedules identi?ed in this Agreement are incorporated herein by reference and made a part hereof. 11.12 Speci?c Performgno . Each Party acknowledges and agrees that the other Parties would be damaged lrreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a Party shall be entitled to' injunctive relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or ln-equity, In particular, the Parties acknowledge that the business of Seller is unique and recognize and affirm that' in the event Seller's breach this Agreement, money damages would be inadequate and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the other Parties? obligations hereunder not only by action for damages but also by action for speci?c performance, injunotlve, and/or other equitable relief. 1 1.13 Sub .1 rs 10 lo Each of the Parties submits to the Jurisdiction of any state or federal court sitting in DuPage County or Chicago, lillnois, In any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Bach Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waiVes any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waIVes any bond, surety, or other security that might be required of any other Party with respect thereto. Each Patty agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on thejudgment or in any other manner provided by law or at equity. 1 1.14 . This Agreement has been negotiated and executed by the Parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail. 11.15 Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting on behalf of any Party) agree that each Party (and each employee, representative, and other-agent of such Party) may disclose to any and all Persons, without limitation of any kind, the transaction's tax treatment and tax structure (as such rams/I (00119070; 29 NCC-ULRICH 00035 ELECTRONICALLY FILED 2/22/2018 ll 24 AM PAGE 37 are; terms are used in regulations promulgated under Code ?6011) contemplated by this agreement and all materials of any kind (including Opinions or other tax analysea)?prcvided to such Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to 00mpiy with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) any portion 0f any materials to the extent not related to the transaction?s tax treatment or tax structure, the identities of participants or potential participants, (0) the existence or status of any negotiations. any pricing or financial information (except to the extent such pricing or financial information is related to the transaction?s tax treatment or tax structure), or any other term or detail not relevant to the transaction?s tax treatment or the tax structure. 11.16 W. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic or copies shall be deemed to be originals. lif'H?iIIlI [Signature Pages 'Follow] mm? (09319070) 30 00036 HLH) I 1:24 AM 2017-L-009325 il: 38 ul' IN WITNESS the Pnnics hon-m Imvo cxcuulcd (Nb Amuomum on the dme ubm-o BUYER: North Comm! College: ?c ?Wmh' By: Name: Troy D. Hammond Prcaidcm Shimor College Name: Ille: . - uh .I-mmu I?lill??HASl? NCC-ULRICH 00037 PAGE 39 MM ELECTRONICALLY FILED 2122/2018 ll 24 AM IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date ?rst above written. BUYER: North Central College By: Name: Troy D. Hammond Title: President SELLER: Shlmer Cello WW Waug?an Title: Chairman, Board of Trustees (00319046) PAGE ASSET PURCHASE NCC-ULRICH 00038 20 7-L-009325 ELECTRONICALLY FILED 2/22/2018 ll 24AM PAGE 40 ofb-l ANNEX A Definitions Rules? has the meaning set forth in Section ?Accrediting Body? means any non-governmental entity, Including without limitation institutional and specialized accrediting agencies, which engage in the granting or withholding of accreditation of postseccndary educational institutions or programs, or accreditation of'private elementary and secondary schools or programs, in accordance with standards relating to the performance, operations, financial condition or academic standards of such institutions and schools, including, without limitation, HLC. cggireg Assets? means other than the Excluded Assets, all right, title, and interest in and to all of the assets of Seller relating to the operations of the College, including, without limitation all ofits: cash and cash equivalents to the extent they exceed the Excluded Liabilities and Shlmer Post-Closing Maintenance Cash (?Closing Cash?); provided, however, that any Closing Cash: shall not include any of Seller?s restricted funds, and (ii) shall be restricted for use by Buyer solely for the purpose of supporting the Shlmer programs at Buyer. student accounts receivables, less allowance for doubtful accounts (?Accounts Receivables"). academic programs, Curriculum, syllabus, and related instructional materials,'records and transcripts; tangible personal property (such as furniture, ?xtures, machinery, equipment, materials and supplies, goods and furniture); Intellectual Property (including without limitation, the College?s Website, tradename, domain names and other related assets), goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all Jurisdictions; only such leases and rights thereunder and any other Leases listed in the Disclosure Schedule as assumed leases; only such contracts, documents, bids, other similar arrangements, and rights thereunder relating to the College in effect as of the Closing (the ?Assumed Contracts?); franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, State EdUOatlonal Agencies, and Accrediting Bodies; 16721?! (00119070) NCC-ULRICH 00039 20I FILED 2/22/2018 ?:24 AM PAGE 4 oi'b-i books and records, including without limitation, lodgers, files, statements, invoices, documents, correspondence, lists, plats, architectural plans, drawings, and speci?cations, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, audio and/or visual recordings, lists, manuals, catalogs, reports, work papers, summaries, drawings, diagrams, renderings, graphs, plans, presentations, compilations, registers, or any other materials, fixed in any medium paper, microfiche, electronic) that archive, document, or record data and information relating to the Acquired Assets, without exception unless otherwise provided for in this Agreement, and which may include, but is not limited to data and information that Is in any way related to: financial, tax, and accounting matters; courses and programs of instruction; student leads, and prospective, current and former students; human resources (to the extent permitted under applicable Laws) and employee benefits; insurance; real estate, personal property, and equipment; faculty; student, employee, faculty, Board of Trustees and institutional policies; environmental matters; accreditation and regulatory relationships; compliance with Laws or Educational Laws; student aid programs; Intellectual property and associated rights of ownership; and suppliers and vendors (the ?geccr-ds") which are necessary to the operation of the College; goodwill incident to the Shimer name; library collections and related education learning resources In any form and media; (1) Thefollowing information in a format that is usable by Buyer: information regarding development prospects, contacts and donor history; (ii) donor records; (Ill) alumni records; (iv) alumni and student transcript information; transfer of administrator credentials; (vi) transfer of domain name of Shimer.edu; (vii) transfer of rights to ?educause.edu? domain name program; student records; (ix) content of Website, content of and administrative credentials for all official social media channels; content and right to use all marketing and recruitment materials and information including, but not limited to, photography, videography and other digital assets; 16mm (00119070) NCC-ULRICH 00040 HLLD 322/2018 ll 24AM 2017-L-009325 PAGE 42 0t (xi) googie adword account, rights and administrator?s credentials; (xii) software licenses as reasonably agreed upon between the parties prior to closing; two (2) servers with historical information to be kept and maintained by Buyer; and (xiv) personnel information regarding faculty and administrative staff that beeome'employees of Buyer. ?agged that the Acquired Assets shall not include any Excluded Assets. ?Adyerse anseggences? means all actions, suits, proceedings, hearings, investigations, . charges, complaints, claims, demands, injunctionshiudgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid In settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys? fees and expenses. ?Affiliate" means any Person 'who is, directly or indirectly, under the control or common control or controlled by any Person, including any of?cer, director, trustee, employee or shareholder holding at least 10% of the voting power of such Person. Agreement" has the meaning set forth in the preface. Demand? has the meaning set forth in ?Assignment and Assumption Agreement" means that certain Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit by Seller in favor of Buyer. ssumeg Liabilities" means speci?cally the following Liabilities: any Liability of Seller under the Assumed Contracts; any Liability of Seller to President Susan Henking pursuant to the terms of her employment agreement as such agreement exists as of August 1, 2016; - the costs and expense related to the conversion of any documents, information, or data identi?ed in section of the Acquired Assets to a usable format as determined by Buyer; all accounting, management, and legal fees and administrative costs in preparing and ?ling tax returns for Seller; the costs and expenses of any accounting and audit fees, or any Post- Closlng audit required pursuant to this Agreement, the Transaction Documents, by any Governmental Authority or Educational Agency, or any Laws or Educational Laws; and I 6 I (no: I 9070/ NCC-ULRICH 00041 HleD 2/22/2018 11:24 AM 20 I PAGE 43 nib-1 any Liability of Seller directly relating to ordinary course business and operations of the College including, but not limited to, obligations to matriculated students, vendor contracts for operational services equipment, iessors for equipment used in operational services, equipment, utilities, the Leases, the student prepaid items. customary trade payables . incurred in the Ordinary Course of. Business, other than any Excluded Liability, 2mm ?gmeyec, that, notwithstanding the above, the Assumed Liabilities Shall ?0i include Excluded Liabilities. ?Basis" means any past or present fact, situation, circumstance, statue, condition, activity, practice, plan, occurrence, OVent, incident, action, failure to act, or transaction that forms or could form the basis for any speci?ed consequence. ?Bill of Sale? shall mean that certain General Assignment and Bill of Sale substantially in the form attached hereto as Exhibit A by and between Buyer and Seller. ?Mm? shall mean the Board of Trustees of Seller. has the meaning set forth in the preface above. ?Buyer Bylaws? has the meaning set forth in Section 2.3191. ?Buyer Indemni?ed Person? has the meaning set forth in Section 22(9). ?Buyer Of?cer?s Certificate? has the meaning set forth in Section 8.3tg). has the meaning set forth in Section 4.2. uycr Secretary?s Certificate? has the meaning set forth in Section ?Bylaw" shall mean the Bylaws of Seller, as amended to date hereof. ?Charter"; shall mean the Articles of Incorporation of Seller as amended to the date hereof. has the meaning set forth in Section 2.5. ?Closing Date" has the meaning set forth in Section 2.5. ?f losing Liabilities" means speci?cally the following Seller's Liabilities, due and owing as of the Closing Date, and the amounts of which shall be paid to Seller or otherwise funded by Buyer at the Closing: . any Liability of Seller identified on Schedule 2.3(a) of the Disclosure Schedules; any Liability of Seller related to unpaid and accrued vacation due to Seller?s employees; . 16 7218/] (00119070) NCC-ULRICH 00042 Hl-i;l) 2/22/20?! 11:24 AM 20 I 7-L-009325 PAGE 44 ?ii any Liability of Seller related to unpaid and accrued payroll due to Seller?s employees; any Liability related to unpaid legal fees and expenses due and owing to Seller?s attorneys; the amount of any payment due to UT from the Seller as of the Closing Date; and any Liability of Seller related to termination fees of any of Seller?s Contracts which are not Assumed Contracts. o_d_e" means the internal Revenue Code of 1986, as amended. ?Collectiye Bargaining Agreements? has the meaning set forth in W- ?College? has the meaning set forth in the preface above. l? ompligngo means July 1,2014. ompiignce Eeyiew? means any program review, audit, investigation, subpoena seeking information concerning the College's compliance with any Educational Laws, guaranty agency review or other compliance-related review of the College conducted by the DOE, any other Educational Agency or any federal or state Government Body. gn?gential In?grmation? means any information concerning the businesses and affairs of Buyer or Seller, as applicable, that is not already generally available to the public. ?Consents" shall include all consents required to close the transactions required in connection with the closing of this transactions contemplated hereby, including the consents listed In Section 3.3 of the Disclosure Schedule, the Lease Consents, the Pro-Closing Educational Consents/Notices, and the Educational Notices/Consents. ?Contract? means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, subiicenses, subcontracts and purchase orders). ?Curriculum? means program and course curricula, program and course materials, course wares, instructional videotapes, syllabi, instructional audio recordings, instructional software, instructional technology and ltnowhow, academic policies, procedures and standards, catalogs, handbooks and guidebooks, examinations and outcomes assessment policies, procedures and materials, onllne courses, programs and instructional materials, onllne formats, face pages and graphics, onllne instructional support materials, visual aids, and Educational Agency and Governmental Authority submissions, ?lings, reports and documentation concerning any of? the foregoing. ?gisciosgre Schedule? has the meaning set forth in Section 3. Irma/I (an ?070/ NCC-ULRICH 00043 20 i ELECTRONICALLY FILED ?22/20l8 I 1:24 AM PAGE 45 nib-l means the United States Department of Education and any successor agency administering student financial assistance under Title IV. OE Afflilgte" has the meaning ascribed to ?affiliate" in 34 C.F.R. 85.905. Agency" means any entity or organization, whether governmental, government chartered, tribal, private, or quasi-private, whether US. or foreign, that engages in granting or withholding Educational Approvals, administers Financial Assistance Programs to or for students of, or otherwise regulates private elementary, secondary or postsecendary schools or programs in accordance with standards relating to the performance, operation, financial condition, or academic standards of such schools and programs, including, without limitation, the Illinois Board of Higher Education, and any Accrediting Body, including, without limitation, HLC or State Educational Agency. means any existing license, permit, authorization, certi?cation, accreditation, or similar approval, whether US. or foreign, issued or required to be issued by an Educational Agency. ducational NeticesZConsems" means any approval, authorization or consent by any Educational Agency or any noti?cation to be made by the Parties to an Educational Agency, with regard to the transactions contemplated herein, which is necessary to be made or obtained under applicable Laws in order to maintain or continue any Educational Approval held by the College as of the date of this Agreement, including without limitation the DOE Pre-Acqulsition Review Notice. means any federal, state, municipal, foreign or other Law, Accrediting Body standard or other requirement applicable thereto, including without limitation the provisions of Title of the HEA or the provisions of the llilnois Board of Higher Education Act, any regulations implementing or relating thereto, issued or administered by, or related to, any Educational Agency. Date" has the meaning set forth in the preface. mpioygg Benefit Plan? means any ?employee benefit plan? (as such term is de?ned in ERISA and any other compensation or bene?t plan, program policy, practice, agreement, understanding or arrangement of any kind, including, without limitation, all incentive, bonus, severance, change in control, deferred compensation, vacation, holiday, cafeteria, medical or disability. means the Employee Retirement Income Security Act of 1974, as amended. means each entity that is treated as a single employer with Seller for purposes of Code ?4i4. ?Eggigdgd Assets? means the following: all federal, state or local tax refunds arising from any tax returns required to be ?led by Seller, and the right to pursue appeals of the same; IHJJIW (00119070; NCC-ULRICH 00044 :24 AM 5 HLH) 46 at lR(Ni( Transaction Agreements; (0) the Restricted Assets not transferable to Buyer; the Excluded Assets listed in of the Disclosure Schedule under the heading ?Excluded Assets." xoigdeg Liabilities" mean the following Liabilities: any Liability relating to or arising from the Excluded Assets; any Liability relating to or arising from claims, litigation or Third Party Litigation arising from actions of Seller (and its Af?liates, directors, trustees, employees and agents) (including any penalties and fines) prior to the Closing or relating to an Excluded Assets, including without limitation, the claims and litigation listed on the Disclosure Schedule and all related unpaid attorney's fees and other expenses as of the Closing Date; any Liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Acquired Assets); any Liability or obligation of Seller under this Agreement or any other Transaction Agreement, except as otherwise provided in this Agreement; all Liabilities related to any employment, consulting or independent contractor agreement (except as specifically assumed as an Assumed Liability or paid as a Closing Liability); (1) all Liabilities with respect to any Employee Bene?t Plan or other compensation or bene?t plan or arrangement or arrangement (except as speci?cally assumed as an Assumed Liability); all Liabilities with respect to any accrued vacation of the Employees, except as necessary to ?md any Seller shortfall at Closing to pay such amounts as a Closing Liability; . all Liabilities not specifically within the de?nition of Assumed Liabilities or Closing Liabilities; all accounting, management, and legal fees and administrative costs in preparing and ?ling tax returns for Seller (except as specifically assumed as an Assumed Liability); (J) all Indebtedness other than the Assumed Liabilities and Closing Liabilities; any of the rights of Seller under this Agreement and the other 16mm (001 mm) '0 NCC-ULRICH 00045 2017-L-009325 PAUL 47 0104 FILED 2/22/20l8 [:24 AM the costs and expenses of any accounting and audit fees, or any Post- Ciosing audit required pursuant to this Agreement, the Transaction Documents, by any Governmental Authority or Educational Agency, or any Laws or Educational Laws; and the Excluded Liabilities listed on S_e_gtLO_n_L of the Disclosure Schedule under the heading ?Excluded Liabilities,? ?Expense Projections? means the revenue and expense projections of Seller approved in advance by Buyer. xpiratlon Date? means the date that is tWelve (12) months from and after the Closing Date. lngnoiai Assistance Programs? means each Title IV Program pursuant to which Title IV Program funding has been provided to or on behalf of the-College?s students; and any other government-sponsored or private student ?nancial assistance program other than the Title IV Programs pursuant to which student ?nancial assistance, grants or loans were provided to or on behalf of the College?s students. Statements" has the meaning set forth in Section 6. IRPTA Af?gay t? has the meaning set forth in Section 82(1). means United States generally accepted accounting principles as in effect from time to time, consistently applied. ?Governmental Authority? means any gOVernmental, regulatory or administrative body, agency, subdivision or authority, any court quasi?Judicial or Judicial authority, or any public, private or industry regulatory authority, including any Educational Agency or State Educational Agency, whether national, Federal, state, local, foreign or otherwise. means the Higher Education Act of 1965, 20 U.S.C. 1001 et seq., as amended, or successor statues thereto. means the High Learning Commission. ?1113,? means the Illinois Board of Higher Education. means the Illinois institute of Technology. Leased Real Property? means Seller?s leasehold or subleasehold estates and other rights to use or occupy certain land, buildings, structures, improvements, ?xtures located at 3424 S. State Street, Chicago, llilnols, which is owned by including the right to all security deposits and other amounts and instruments deposited by or on behalf of Seller thereunder. ?1 Lease? means all leases, subieases, licenses, concessions and other agreements (written?or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which Seller holds the HT Leased Real Property. 167236? (00119070) 00046 2/22/2018 1 [:24 AM PAUL: ~18 of (i4 Note? means a romlssory note in the amount of #exmuted by Buyer in favor of i orm attao Settlement greement, and delivered to UT after Closing. nt" means a payment in the amount of payable to at Closing and as set forth ett ement Agreement. ?l Seglemgnt Agreement? means the document referenced In Section 7.l(c) and in the form attached hereto as Exhibit B. ?indebtedness" means indebtedness for borrowed money, whether secured or unsecured, obligations under conditional sale or other title retention agreements relating to property purchased by such Person, (0) capitalized lease obligations, obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), and guarantees of any such indebtedness of any other Person. ndemni?eg Party? has the meaning set forth in Section has the meaning set forth in 33931212213). ?Intellecmgl Eropem? means all of the following in any jurisdiction throughout the world: all inventions (whether patentable or unpatentabie and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all relssuances, continuaticns, continuaticns-in-part, revisions. extensions, and reexaminations thereof, all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and Including all goodwill associated therewith, and all applications, registrations, and reneWals in connection therewith, all works (whether or not registered), all copyrights, and all applications, registrations, and renewals in connection therewith, all mask works and all applications, registrations, and renewals in connection therewith, all trade secrets and confidential business information (including ideas, research and deVelopment, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (1) all computer software (including source code, executable code, data, databases, and related documentation), all advertising and promotional materials, all other proprietary rights, the Curriculum, and 0) all copies and tangible embodiments thereof (in whatever form or medium). gay Employees" shall mean Alexis Resendiz, Alex Rosenberg, Samantha Bennett and Heidi Kloehn. "ggewledge? means actual knowledge and, with respect to (1) Buyer, means actual knowledge of its President or Chairman of its Board of Trustees, and (ii) Seller, means actual knowledge of its President or Chairman of its Board of Trustees; W, W, that Knowledge of Seller or Buyer, as applicable, shall also be deemed to include the knowledge that such individuals should have a?er conducting a reasonable inquiry of the management team of 16mm (nos/mo) NCC-ULRICH 00047 20 i 7-L-009325 PAGE UFO-4 ELECTRONICALLY 212212018 ll:24AM the College or Buyer, as applicable, whom such Individuals shouldreasonably believe would have knowledge of the matters represented. ?Law? or ?Laws,? means all statutes, rules, codes, regulations, restrictions, ordinances, orders, decrees, rulings (including common law rulings), approvals, treaties, charge, restricticn, directives, judgments, injunctions, writs or awards of, or issued by, any Governmental Authority. labiltty" means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unilquidated, and whether due or to become due), including any liability for Taxes. ?Lien" means any mortgage, pledge, llen, encumbrance, charge, or other security, purchase money liens and liens securing rental payments under capital lease arrangements, and other liens arising in the Ordinary Course of Business and not incurred In connection with the borrowing of money. ?Material Adyersg Effect? or ?Material Adverse Change? means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (?nancial or otherwise), operating results, operations, or business prospects of Seller, or the Acquired Assets, in each case, taken as a whole, or to the ability of Seller to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof. ?Material Compliance" means no fact or circumstance exists or is reasonably likely to occur that would reasonably be expected to result in the delay, termination, revocation, suspension, restriction or failure to obtain renewal of any Educational Approval or the imposition of any fine, penalty, limitation or restriction on approvals, authorizations or rights of participation, or other sanctions for violation of any legal or regulatory requirements relating to any Educational Approval. "Material Contract? means any contract or agreement identi?ed on Schedule 3.13 of the Disclosure Schedule. ?Most Recent Balance Sheet? means the balance sheet contained within the Most Recent Financial Statements. ?Most Recent Statements"-has the meaning set forth in Section 3.6. "Most Recent Fiscal Month End" has the meaning set forth in W. ?Mt Recent Fiscal Year End? has the meaning set forth in Section ?Notice of Claim? has the meaning set forth in Sgotlgn imam (00.119070; 00048 FILED 2/22/20l8 ll 24 AM 20 I 7-L-009325 PAUL 50 I 1-35 933" means the ordinary course of business of Seller consistent with past custom and practice (including with respect to quantity and frequency), except as otherwise agreed by the Parties. has the meaning set forth in the preface above. shall mean any franchise, grant, authorization. agreement, license, ?mu" registration, easement, variance, exception, consent, clearance, approval, order 0" similar rights issued, granted or obtained for the College by or any Governmental Authority, but excluding any Educational Approval. ?Person? means an individual, a partnership, a corporation, a limited liability company. an association, a Joint stock company, a trust, a Joint venture, an unincorporated organization. any other business entity, or a governmental entity (or any department, political subdivision thereof). os -Closln in nee means at least $75,000.00. 01' 0th? amounts as Buyer and Seller may agree, to be used solely for the continued operations and maintenance of Seller, after the Closing, as required under this Agreement or any Law; provided, however, that upon the appropriate wind-up of Seller after the Closing, any unused Post-Closing Maintenance Cash may be transferred to Buyer and shall be restricted for use by Buyer solely for the purpose of supporting the Shimer programs at Buyer. "?Pre-Cioslng Educational Notices/Consents? shall mean all Educational Notices/Consents required before the Closing Date. grehase Price? has the meaning set forth in Section 2.3. ?gepresentgtives? has the meaning set forth in Section 5.5. estrleteg Assets" means any restricted endowment fund assets set forth in Section 1 of the Disclosure under the heading ?Restricted Endowment Fund Assets," and (ii) any charitable pledges, grants and bequests set forth Section 1 of the Disclosure under the heading ?Charitable Pledges, Grants and Bequests.? choigrsh 2? means any ?nancial aid for purposes of educational expenses provided by any organization of entity other than a Governmental Authority .or government-sponsored program. . has the meaning set forth in the preface above. giier Indemnified Berson? has the meaning set forth in Section 9,2(bt. elier Of?cer?s Certificate" has the meaning set forth In Section ?Seller Secretary?s Certi?cate? has the meaning set forth in Section eiier?s 401m Plan? shall have the meaning set forth in Section 5.2. 16mm (aoslmo/ NCC-ULRICH 00049 - 20 7-L-009325 ELECTRONICALLY FILLD 7/22/2018? 24AM PAGE 5i trio-l hlmer Condominium Legse? means Seller?s leasehold or subleasehoid estates and other rights to use or occupy the premises located at 910 South Michigan Avenue, Unit 1001, Chicago, Illinois 60605, leased as a residence for the benefit of the Seller?s President, including the right to all security deposits and other amounts and instruments deposited by or on behalf of Seller thereunder. Educational Agency" means any state educational licensing body that provides a license or authorization necessary for the College to provide postsecondary education in that state, including-without limitation, the State of Illinois. means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity, whether US. or foreign, of which if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or .more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a malorlty of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in sUch a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity?s gains or losses or shall be or control any managing manager or general partner of such business entity (other than a corporation). The term ?Subsidiary" shall include all Subsidiaries of such Subsidiary. ubstagtlal Control? means the ability or power to direct or cause the direction of the management or policies of an institution of higher education, by contract, ownership interest or otherwise, or has the'meanlng ascribed to it in 34 C.F.R. 668. 174(c)(3). or ?Taxes" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall pro?ts, environmental (including taxes under Code customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. ?Mm? means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. ?Third Party Claim" shall have the meaning set forth in Section 2.3m, Pam Litigation? means, with respect to a Person any and all outstanding judgments, orders, decrees, rulings, or charges against such Person or any Subsidiary of such Person, (ii) pending actions, suits, and proceedings against such Person or any Subsidiary of such (00319070) NCC-ULRICH 00050 2017-L-009325 ELECTRONICALLY 2/22/20l8 ll 24 AM PAGE 52 0f64 P?P80nr mid Open investigations by a Governmental Authority of such Person or any Subsidiary of such Person. ?Ti 1 I means Title IV of the HBA. means any program of student ?nancial assistance administered pursuant to Title W. shall mean this Agreement, the Bill of Sale, the Assignment and Assumption Agreement and the other agreements entered into by Seller and Buyer. (camera; NCC-ULRICH 00051 - 2017-L-009325 ELECTRONICALLY HLED 2122/2018 ll 24AM PAGE 53 of 64 ANNEX Exceptions to Buyer?s Representations and Warranties Concerning Transaction None NCC-ULRICH 00052 ELECTRONICALLY FILED 2122/2018? 24AM 201 25 PAGE 54 0f64 lama/I (00mm; EXHIBIT A to Assog Eurchase Agl'eemeng Form of General Assignment and Bill of Sale To b9 agzeeg upon prior to the Closing, NCC-ULRICH 00053 ELECTRONICALLY FILED 2/22/2018 ll 24AM PAGE 55 0f64 16mm (00119070) 12 XHIBIT to Asset Agreement Form of Assignment and Assumption Agreement 0 0 rec on Coin NCC-ULRICH 00054 FILED PAUL 56 of?-l lama/I (00117070; EXHIBIT to Agset Agreemeng Trademark Intellectual Property Assignments To b9 agreed upon prlor to Closlng. NCC-ULRICH 00055 24AM 2017-L-009325 PAGI: 57 oi EXHIBIT to Asset Purchase Agreement NORTH CENTRAL COLLEGE NAMIWII.L5, Found?! (06! Office ofAcademic Affairs 6306376353 DATE Candidate Name Candidate Address Dear Ms., Mr., or Dr. and last namet Subject to North Central College closing on the Asset Purchase Agreement with Shimer College this will confirm your appointment to the faculty of the Shimer School at North Central College as Visiting Title for the academic year 20171018. This appointment will be automatically withdrawn without further action of either party if the closing on the APA does not occur. This is a fullrtime, temporary appointment which does not carry eligibility for tenure consideration. Should tenuretrack positions be opened for the School in the future, your position will be eligible for conversion to tenure?ttaclc. Your salary for the 20172018 academic year (September lrlune 15) will be based on art-annual rate of salary. Your teaching load will be credit hours. As a part of your regular faculty responsibilities, you may be asked to teach in our nontraditional program formats. Proof of citizenship or immigration status will be required upon employment. By signing the enclosed contract, you certify that you are authorized to accept employment in the US. and will complete the L9 form by the third day of employment, as required by law. Please sign both copies of the enclosed contract and return them to the Academic Affairs Office within the next few days. Upon the Closing of the APA President Hammond will counter-sign both copies, and one signed copy will be returned to you for your records. [001"070/ NCC-ULRICH 00056 ELECTRONICALLY FILED 2017-L-009325 PAGE: 58 M64 On behalf of the College, I extend a warm welcome to North Central. We look forward to your presence as a colleague and your to the College's future. Sincerely, Abl?d?n Obkeer'lold Provost and Vice President for Academic Affalrs Attachment 16mm. (001/9070) 00057 FILED 2/22/2018 PAGE 59 0f(t4 TEMPLATE: EMPLOYMENT AGREEMENT WITH FACULTY MEMBER This is the Agreement made at Naperville. Iillnols, the date and year below. between NORTH CENTRAL COLLEGE, a corporation of Illinois. hereinafter called the College, and the below named faculty member, WITNESSETHI NOW THEREFORE. in consideration of the mutual promises of the parties and other good and valuable considerations. It Is mutually agreed as follows: I. 6. NAME AND TERM: Name shall serVe as Title in the School/College of Name. Department of Department Name; employment to begin the 1 day ofSeptember. 20t7June, 20l8. sublect to the terms of this Agreement. COMPENSATION: Base Salary: SAmQuntm This amount Is to be paid In 20 payments. Alternatively. the faculty member may elect to defer receipt of this payment over 24 payments, rather than 20 payments. by inltlallng here: 24 payments. BENEFITS: Name shall be permitted to partlolpate In the College's bene?t program as available and outlined In the attached Employee Benefit Highlights document. Faculty members must meet eligibility requirements as determined by the College. PROFESSIONAL RESPONSIBILITIES assumed by the faculty member: To teach the courses duly assigned. To meet such classes at the times or by set by the College and to give advance notice to the Department Chair whenever unable to do so. To maintain records to support a careful evaluation of each student, and at the end of the course to turn In llnal evaluations according to standing instructions. To cooperate In the constructIVe evaluation of his/her work by such means as the College sees desirable. To maintain close tlalson with colleagues who have related Interests. To gIVe students the sympathetic Individual attention to which the College ls To attend meetings to which properly called. To help the department chair. To serve on committees the set by the College. To perform suoh other service toward the ongoing operation of the academic oommunlty as the faculty member may be elected or duly appointed to render. In general. to commit his or her whole full-term service for the period of employment unless otherwise stipulated. Any concurrent employment for remuneration ls therefore subject to annual advance written clearance with the Provost. CONDITION: It Is agreed that this Agreement shall be governed by and subject to the Charter, By?Laws. and Resolutions of the College. This agreement shall have no bearing on the tenure or rank of the faculty member. these being govemed by separate agreements. Failure to professional responsibilities or adhere to the set forth in this Agreement may result In cancellation of this Agreement. By executing this agreement. affirm that I am legally authorized to work In the United States. And, that three days of employment. twill provide the necessary documentation to complete the U.S. Department of Homeland Securlty Form l-9 Employment Eligibility IN WITNESS THEREOF, the parties have hereunto set their hands and seals, this . 29 . NORTH CENTRAL COLLEGE FACULTY MEMBER [003 l9070) Troy D. Hammond. President Faculty Member Name NCC-ULRICH 00058 FILED 2/22/2018 11 24 AM 20 PAUL 01 (003l9078) DISCLOSURE SCHEDULE to the ASSET PURCHASE AGREEMENT BETWEEN SHIMER COLLEGE AN ILLINOIS NOT FOR PROFIT CORPORATION AND NORTH CENTRAL COLLEGE AN ILLINOIS NOT FOR PROFIT CORPORATION November 30, 2016 I67238 NCC-ULRICH 00059 20 7-L-009325 ELECTRONICALLY FILED PAGE 6! 0f64 (00319073) Aloxjs Resondlz Alex Rosenberg Samantha Bennett Heidi Kloehn eat! I ?v 6 NCC-ULRICH 00060 NCC-ULRICH 00061 ELECTRONICALLY FILED 1 1:24 AM 2017-L-009325 PAGE 0f()4 ?m Attachment Employee List NCC-ULRICH 00062 2/22/2018 ?:24 AM 20 7-L-009325 PAGE Emphyeo Us! as 0(10/4/2018 H) 20 il' (140?)4 W22/20l8 ?:24 AM Ktoo?n Held! Development Aoso?atmeclor Annual Kotatto Adam ?atruotton Facutt?,? Lysy August Business Ol?ca Aeatitant to Sue Ot??co Patterson StUart lnatruotton Faoutt/ Atoxk Admlsatons Admtaaton CoUnsalor Rosenberg Atex President _Exoouttve Assistant Shtner David Instruction Facufty stona Barbata lnetruolton Faoutty Stone Hamid Deon - support Thmbor Bav Inatmotton Faoutty Ulrtoh Jim Aoademlo 000.Ro:tatrarlAeatslant Support Dean. A Juno! Faoutty NCC-ULRICH 00063