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SEC Filings

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


 
(h)            all real property owned by Contributor; and
 
(i)              all phone and facsimile numbers, electronic mail addresses and electronic mail systems owned or used by Contributor or its Affiliates, and all domains names and URLs owned or used by Contributor or its Affiliates except for those included in the Transferred Intellectual Property.
 
2.4     No Assumed Liabilities.  Except as expressly provided in this Section 2.4, none of the Purdue Parties shall have or assume any Liabilities of the Contributor or ED Institution.  Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, NewU shall assume, and agrees to thereafter pay, perform and discharge when due, all Liabilities of Contributor for payment or performance arising on or after the Closing Date pursuant to the Transferred Contracts, Student Enrollment Agreements and Transferred Leases, but solely to the extent such Liabilities did not arise out of a breach of such Transferred Contracts, Student Enrollment Agreements or Transferred Leases prior to the Closing (collectively, the “Assumed Liabilities”).  All Liabilities following the Closing arising from or in connection with the ownership and operation of ED Institution, including the Institutional Assets and any Tax Liability arising from or in connection with the ownership and operation of ED Institution for periods on and after the Closing Date, shall be the sole responsibility of NewU.
 
The Purdue Parties will retain all Liabilities applicable to them arising pursuant to the terms of this Agreement and the other Transaction Documents, and all Liabilities for fees and expenses required to be borne by any of them in connection with the transactions pursuant to the terms of this Agreement and the other Transaction Documents. The assumption by NewU of the Assumed Liabilities shall in no way create or expand the rights or remedies of any third party with respect to such Assumed Liabilities as compared to the rights and remedies which such third party had prior to such assumption.
 
2.5    Retained Liabilities.  Without limiting the generality of the first sentence of Section 2.4, and notwithstanding any other provision of this Agreement, Contributor shall retain, and NewU shall not assume or be responsible or liable with respect to, the following Liabilities of any of Contributor or its Affiliates, whether arising before or after the Closing Date (collectively, the “Retained Liabilities”):
 
(a)            all Liabilities to the extent arising from or in connection with the operation or conduct (whether by act or omission) of Kaplan University prior to the Closing Date, including the lease and occupancy of the premises subject to, and performance under, the Transferred Leases prior to the Closing Date, and the performance under the Transferred Contracts prior to the Closing Date;
 
(b)            all Liabilities now or hereafter existing to the extent arising under or from the ownership, use or operation of the Excluded Assets.
 
(c)            any Tax Liability arising, imposed or assessed in respect of Contributor’s operation of Kaplan University or its ownership of the Institutional Assets for periods ending prior to the Closing Date or, with respect to periods straddling the Closing Date, the amount of any such Tax Liability relating to the portion of such tax period that ends on the Closing Date;
 
(d)            all Liabilities arising out of, relating to or resulting from (i) employment by Contributor or any of its Affiliates of Institutional Employees prior to the Closing, including severance and all accrued and unused vacation pay pertaining to Institutional Employees as reflected on the accounting books and records of Contributor on the Closing Date, (ii) any change of control arrangements that may be triggered by the contribution and transfer of the Institutional Assets on the Closing Date, and (iii) any payments made to Institutional Employees who refuse to accept offers of employment from NewU in accordance with Section 2.2, whether such payment relate to ongoing future employment or the termination thereof; and
 
(e)            all Liabilities of Contributor arising under or in connection with this Agreement and the other Transaction Documents, and all Liabilities for fees and expenses required to be borne by
 
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