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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
Entire Document
 


 
(b)            Schedules.  The information contained in the Schedules is disclosed solely for the purposes of this Agreement and may include items or information not required to be disclosed under this Agreement, and no information contained in any Schedule shall be deemed to be an admission by any Party to any third Person of any matter whatsoever, including an admission of any violation of any Law or breach of any agreement.  No information contained in any Schedule shall be deemed to be material (whether individually or in the aggregate) to the business, assets, Liabilities, financial position, operations or results of operations of the Party to whom the disclosure relates, nor shall it be deemed to give rise to circumstances which may result in a Material Adverse Effect solely by reason of it being disclosed.  Information contained in a Section, subsection or individual Schedule (or expressly incorporated therein) shall qualify the representations and warranties made in the identically numbered Section or, if applicable, subsection of this Agreement and all other representations and warranties made in any other Section, subsection or Schedule to the extent its applicability to such Section, subsection or Schedule is reasonably apparent on its face.  References to agreements in the Schedules are not intended to be a full description of such agreements, and all such disclosed agreements should be read in their entirety.  Nothing disclosed in any Schedule is intended to broaden any representation or warranty contained in this Agreement. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement, or the inclusion of any specific item in a Schedule, is not intended to imply that such amounts, or higher or lower amounts included, are or are not material, and no Party shall use the fact of the setting of such amounts, or the fact of the inclusion of any such item in a Schedule, in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in a Schedule is or is not material for purposes of this Agreement.
 
(c)            Presumption.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
 
(d)            Exhibits.  If an Exhibit is a form of agreement, such agreement, when executed and delivered by the parties thereto, shall (without affecting the rights or obligations of any Party hereunder in respect of such agreement) constitute a contract independent of this Agreement.
 
2.
Contribution and Transfer of Institutional Assets; Assumption of Certain Liabilities.
 
2.1     Contribution and Transfer of Institutional Assets.  Subject to Section 2.6 (Assignability and Consents), upon the terms and subject to the conditions to Closing set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Contributor shall contribute, transfer, assign, convey and deliver, or cause to be contributed, transferred, assigned, conveyed and delivered, to NewU the Institutional Assets, and NewU shall accept and acquire all of Contributor’s rights, title and interest in and to the Institutional Assets.  For the avoidance of doubt, neither Contributor nor any of its Affiliates shall contribute, transfer, assign, convey or deliver the Excluded Assets, and NewU shall not acquire any rights, title or interests in and to the Excluded Assets.  For purposes of this Agreement, the term “Institutional Assets” means, collectively:
 
(a)            subject to needed Governmental Consents, all Educational Approvals required to operate ED Institution immediately following the Closing;
 
(b)            all current Student Enrollment Agreements as of the Closing Date;
 
(c)            ownership of, and access to, all Student Records as of the Closing Date; provided, that Contributor may retain a copy of Student Records for archival and document retention purposes;
 
(d)            all Contracts listed on Schedule 2.1(d) (said Contracts, together with all Contracts added to or deleted from Schedule 2.1(d) pursuant to Section 6.13 (Schedule Updates; Certain Notices) prior to the Closing Date being collectively called the “Transferred Contracts”);
 
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