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


 
3.3    Contributor Closing Deliveries.  Subject to the conditions set forth in this Agreement, at the Closing, simultaneously with NewU’s deliveries under this Article 3, Contributor shall deliver to NewU all of the following documents, certificates and instruments, all duly executed and in form and substance reasonably satisfactory to NewU (it being agreed that for purposes of this Section 3.3, the term Contributor means each of KHE and ICA, individually):
 
(a)            copies of the articles of organization of Contributor, certified by the Secretary of State of its jurisdiction of organization, and copies of the operating agreement, certified by the president or secretary of Contributor;
 
(b)            good standing certificate of Contributor, issued no earlier than ten (10) days prior to the Closing Date by the Secretary of State of its jurisdiction of organization and from each jurisdiction where Contributor is qualified or licensed to do business;
 
(c)            a copy of resolutions of the member of Contributor, certified as of the Closing Date by the entity’s corporate secretary or assistant secretary as having been duly and validly adopted and as being in full force and effect on the Closing Date, authorizing the execution and delivery by Contributor of this Agreement and the other Transaction Documents to which it is a party and the performance by Contributor of the transactions contemplated hereby and thereby;
 
(d)            a certificate, dated as of the Closing Date, executed on behalf of Contributor by an officer of Contributor, stating that the conditions specified in Section 8.1 (Conditions to Obligation of All Parties to Close) as they relate to Contributor and Section 8.2 (Conditions to the Purdue Parties’ Obligation to Close) have been satisfied;
 
(e)            incumbency certificates from the officers of Contributor authorized to execute and deliver on behalf of Contributor this Agreement and the other Transaction Documents to which it is a party;
 
(f)              a lease between Contributor, as landlord, and NewU, as tenant, for the portion of the property located at 1821 K Street, Lincoln, Nebraska  68508 that is used by Contributor in the operation of Kaplan University, which lease shall (i) have an initial term of five (5) years renewable at NewU’s option for up to five (5) additional five (5) year periods, (ii) provide for rent of One Dollar ($1.00) per year and NewU paying its proportionate share of taxes, utilities, property insurance and common area maintenance, (iii) provide for early termination upon the conclusion of any Teach-Out Period (as defined in the Transition and Operations Support Agreement), and (iv) otherwise be in form and substance reasonably satisfactory to the Parties (the "NB Lease");
 
(g)            each of the other Transaction Documents to which Contributor or any of its Affiliates is a party;
 
(h)            documentation evidencing the transfer of those Institutional Assets that are not Transferred Contracts or Transferred Leases, including, as appropriate, a bill of sale, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer evidencing the transfer of all of the right, title and interest in and to those Institutional Assets that are not Transferred Contracts or Transferred Leases, from Contributor to NewU;
 
(i)              an assignment of Trademarks in form and substance reasonably satisfactory to Contributor;
 
(j)              UCC termination statements releasing each of the existing Liens consisting of any mortgage, pledge or other security interest upon the Institutional Assets, other than Permitted Liens;
 
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