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SEC Filings

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


 
4.
Representations and Warranties of Contributor.
 
Except as set forth in the Disclosure Schedule, Contributor hereby represents and warrants to the Purdue Parties as follows (it being agreed that the representations and warranties in this Article are made by KHE and ICA jointly and severally):
 
4.1    Organization and Qualification.  Each of KHE and ICA:  (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (ii) is duly licensed or qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.  Each of KHE and ICA has made available to one or more of the Purdue Parties copies of its Organizational Documents and all amendments thereto, which copies are true, correct and complete in all material respects.
 
4.2     Authority Relative to this Agreement.  Contributor has all requisite power and authority, and has taken all requisite action to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents in accordance with the terms of the Transaction Documents.  This Agreement has been, and each other Transaction Document (as applicable) when executed and delivered will be, duly and validly executed and delivered by Contributor and, assuming the due authorization, execution and delivery by the Purdue Parties of the Transaction Documents to which each is a party, this Agreement constitutes (and each other Transaction Document to which Contributor (as applicable) is a party when executed will be) a valid, legal and binding agreement of Contributor, enforceable against Contributor in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
4.3    Consents and Approvals; No Violations; Licenses.
 
(a)            No filing with or notice to, and no permit, declaration, Order, registration or Consent of, any Governmental Entity is required to be made or obtained by or on the part of Contributor or Kaplan University for the execution, delivery and performance by Contributor of any of the Transaction Documents (as applicable) or the consummation by Contributor of the transactions contemplated by the Transaction Documents, except:  (i) the filings, notices, permits, declarations, Orders, registrations, Consents, or actions listed in Section 4.3(a) of the Disclosure Schedule, (ii) compliance with the applicable requirements of any applicable Education Requirements or (iii) any such filings, notices, permits, registrations or Consents, the failure to make or obtain would not reasonably be expected to, individually or in the aggregate:  (1) be material to the continued operation of ED Institution or (2) materially affect the ability of Contributor to execute, deliver or perform the Transaction Documents or consummate the transactions contemplated by the Transaction Documents.
 
(b)            Assuming compliance with the items described in clauses (i) through (iii) of Section 4.3(a), neither the execution, delivery or performance of the Transaction Documents by Contributor nor the consummation by Contributor of the transactions contemplated by the Transaction Documents will:  (i) conflict with or result in any breach or violation of any provision of the Organizational Documents of Contributor, (ii) conflict with or result in a breach or violation of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration under any Contract to which Contributor is a party or otherwise bound, or (iii) violate or give rise to a loss of benefit under any Law applicable to the operation of
 
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