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SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
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(e)            all real property leases and subleases listed on Schedule 2.1(e) (said real property leases, together with all real property leases added to or deleted from Schedule 2.1(e) pursuant to Section 6.13 (Schedule Updates; Certain Notices) prior to the Closing Date being collectively called the “Transferred Leases”), together with all rights of Contributor to the refund of any security deposits made by Contributor under such Transferred Leases prior to the Closing Date (collectively, “Security Deposits”) subject to Section 6.11(b) (Credit Support Obligations; Security Deposits);
(f)              the Curriculum related to Kaplan University courses listed on Schedule 2.1(f), together with all Curriculum related to Kaplan University courses added to Schedule 2.1(f) pursuant to Section 6.13 (Schedule Updates; Certain Notices) prior to the Closing Date, but excluding all Excluded Kaplan Content and all such Curriculum that is licensed by Contributor under Transferred Contract(s) (“Transferred Curriculum”);
(g)            all tangible personal property located at any property (or portion thereof) subject to a Transferred Lease or the NB Lease (as defined in Section 3.3(f) (Contributor Closing Deliveries)) (collectively, the “Leased Real Property”), together with the laptop computers provided by Contributor to the Transferred Employees, in each case as of the Closing Date (“Transferred Personal Property”);
(h)            the Intellectual Property listed on Schedule 2.1(h) (“Transferred Intellectual Property”); and
(i)              all personnel files of the Transferred Employees, in each case only to the extent transfer is permitted under applicable Law;
2.2     Institutional Employees.  Contributor will use commercially reasonable efforts to assist NewU in hiring all of those employees listed on Schedule 2.2 (and any individuals who have replaced such employees) who are employed by Contributor at the time of the Closing (the “Institutional Employees”) as contemplated by Section 7.1 (Transferred Employees).
2.3     Excluded Assets.  All assets, rights and properties that are not specifically listed as part of the Institutional Assets (“Excluded Assets”) are not being transferred to NewU and are being retained by Contributor or one or more of its Affiliates.  Without limiting the foregoing, and for the avoidance of doubt, Excluded Assets shall include:
(a)            all cash, claims, refunds, credits, deposits (other than Security Deposits), rights of set off, warranties, prepayments and accounts receivable relating to the operation of Kaplan University prior to the Closing;
(b)            all rights to the names “Kaplan”, “KHE”, “KU” or any derivations thereof;
(c)            all Books and Records (other than Student Records and personnel files of Transferred Employees covered by Section 2.1(i));
(d)            rights to all insurance policies (and proceeds therefrom) owned by Contributor;
(e)            Mixed Use Contracts;
(f)              the Kaplan Platform;
(g)            Excluded Kaplan Content, all marketing and other data relating to inquiries from individuals who do not enroll as students within 60 days of initial inquiry, and all other Intellectual Property owned or used by Contributor or its Affiliates other than the Transferred Intellectual Property;