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


 
(k)            with respect to the Transferred Contracts, an assignment and assumption agreement in form and substance reasonably satisfactory to the Parties;
 
(l)              with respect to each Transferred Lease, an assignment and assumption of lease or sublease, as applicable, in form and substance reasonably satisfactory to the Parties; and
 
(m)          all such other documents and instruments executed by Contributor, in each case, as NewU or its counsel shall reasonably request in connection with the consummation of the transactions contemplated by this Agreement.
 
3.4    Purdue Parties Closing Deliveries.  Subject to the conditions set forth in this Agreement, at the Closing, simultaneously with Contributor’s deliveries under this Article 3, the Purdue Parties shall deliver to Contributor all of the following documents, certificates and instruments, all duly executed and in form and substance reasonably satisfactory to Contributor:
 
(a)            copies of the Organizational Documents of NewU, certified by the Secretary of State of Indiana, and copies of the bylaws, or similar documents, certified by its president or secretary;
 
(b)            certificate of existence of NewU, issued no earlier than ten (10) days prior to the Closing Date by the Secretary of State of Indiana and from each jurisdiction where it is qualified or licensed to do business;
 
(c)            a copy of resolutions of the Board of Trustees or the Board of Directors, as appropriate, of each of the Purdue Parties, 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 the Purdue Parties of this Agreement and the other Transaction Documents to which each is a party and the performance by the Purdue Parties, respectively, of the transactions contemplated hereby and thereby;
 
(d)            evidence satisfactory to Contributor that Purdue is the sole member of NewU and recognized by ED as either a public or not-for-profit institution of higher education;
 
(e)            certificates, dated as of the Closing Date, executed on behalf of each of the Purdue Parties by a duly authorized officer stating that the conditions specified in Section 8.1 (Conditions to Obligation of All Parties to Close) as they relate to the Purdue Parties and Section 8.3 (Conditions to Contributor’s Obligation to Close) have been satisfied;
 
(f)              incumbency certificates from the officers of each of the Purdue Parties, respectively, authorized to execute and deliver on behalf of Purdue Parties, respectively, this Agreement and the other Transaction Documents to which each is a party;
 
(g)            the NB lease;
 
(h)            each of the other Transaction Documents to which any of the Purdue Parties is a party;
 
(i)              sufficient instruments of assignment and assumption to evidence the transfer of Assumed Liabilities from Contributor to NewU and its designees necessary or desirable in Contributor’s reasonable discretion; and
 
(j)              all such other documents and instruments executed by the Purdue Parties, in each case as Contributor or its counsel shall reasonably request in connection with the consummation of the transactions contemplated by this Agreement.
 
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