“Applicable Period” has the meaning in Section 2 of Exhibit F.
“Applicable Product” has the meaning in Section 13.2.
“Audited Financial Statements” means the income statement, balance sheet, cash flow statement and footnotes of New University prepared in accordance with GAAP consistently applied and certified by such Party’s auditor.
“Available Cash” has the meaning in Section 2 of Exhibit F.
“Back-Office Support Functions” has the meaning in Section 14.9(a).
“Books and Records” means originals (or true, correct and complete copies) of all business, accounting, Tax and financial records (including supporting orders and invoices), files, lists, ledgers, correspondence, studies, reports databases and other documents (whether in hard copy, electronic or other form), including: (a) all analysis reports, advertising, promotional and marketing materials and creative material and (b) all records and lists relating to students, vendors or personnel, but shall exclude student records, other than lists of students.
“Brand Costs” has the meaning in Section 2 of Exhibit F.
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or obligated by Law or executive order to remain closed.
“Business Office” has the meaning in Section 2.4(g).
“Buyout Assets” has the meaning in Section 14.8(a).
“Buyout Closing” has the meaning in Section 14.8(c)(i).
“Buyout Contracts” has the meaning in Section 14.8(a)(ii).
“Buyout Fee” has the meaning in Section 14.6(b).
“Buyout Notice” has the meaning in Section 14.8.
“Buyout Option” has the meaning in Section 14.8.
“Buyout Tangible Assets” has the meaning in Section 14.8(a)(i).
“Buyout Transfer Agreement” has the meaning in Section 14.8(c)(ii)(5).
“Campuses” means: (a) those certain real properties and owned or leased by New University at which New University operates its Academic Program, all improvements and personal property thereon, and any equipment related thereto (each, a “Physical Campus”); and (b) online portals, and any content related thereto, used by New University to carry out its Academic Program (“Online Campus”).
“Cash Operating Losses”, for any Fiscal Year, means the amount by which: (a) the sum of: (1) the Academic Costs plus the Support Costs incurred in such Fiscal Year, plus (2) $10 million for each of the first 60 months following the Effective Date, exceeds (b) the total Revenue earned by New University in such Fiscal Year.
“Cash Transactions” has the meaning in Section 1(b)(ii) of Exhibit F.
“Change of Control” means: (i) a recapitalization, merger, consolidation or other business combination in which the direct or indirect owners of a Party or its parent, immediately prior to such transaction, own,
Exhibit A - Definitions