ED Institution except in the case of the foregoing clauses (ii) or (iii) for breaches, violations, defaults, Liens or other rights that would not have a Material Adverse Effect.
4.4 Financial Statements
(a) Section 4.4 of the Disclosure Schedule sets forth the unaudited combined balance sheet of Kaplan University as of December 31, 2015 and December 31, 2016, and the related statements of income for the fiscal years then ended (collectively, and with any notes thereto, the “Unaudited Financial Statements”).
(b) Each of the Unaudited Financial Statements have been prepared in accordance with GAAP, consistently applied throughout the periods specified therein (except for the absence of footnotes or as may otherwise be noted therein), and fairly present, in all material respects, the combined financial position, results of operations of Kaplan University as of the dates set forth therein or the periods then ended.
4.5 Absence of Certain Changes or Events; Absence of Undisclosed Liabilities.
(a) From the period beginning on December 31, 2016 until the Effective Date, Contributor has operated Kaplan University in the ordinary course and there has not been any material adverse change in the operations of Kaplan University, other than changes which have had, do have or would reasonably be expected to have, individually or in the aggregate, an effect on Kaplan University’s operations which is substantially similar to the effect on the operations on other proprietary, online, post-secondary educational institutions operating in the United States.
(b) As of the date of this Agreement, Contributor does not have any material Liabilities arising from or related to the ownership of the Institutional Assets or the operation of ED Institution, except for: (i) Liabilities disclosed, reflected or reserved against in the Unaudited Financial Statements, (ii) Liabilities incurred after the date of such financial statements in the ordinary course of business consistent with past practice, (iii) the matters disclosed in or arising out of matters disclosed in Section 4.5(b) of the Disclosure Schedule, (iv) Retained Liabilities, and (v) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby.
4.6 Tangible Assets. Contributor owns and has good valid title to all of the tangible personal property which is part of the Institutional Assets (recognizing that, to the extent any such assets are subject to leases or licenses, Contributor owns such leases and licenses pursuant to a valid and binding leasehold interest), in each case free and clear of all Liens, except Liens set forth in Section 4.6 of the Disclosure Schedule, all of which Liens, except for Permitted Liens, shall be fully released prior to Closing. Upon transfer of such personal property to NewU at Closing, and subject to Section 2.6 (Assignability and Consents), and the full satisfaction of all conditions to Closing set forth in Article 8 (Conditions to Obligations to Close), NewU will own all of such personal property, free and clear of all Liens other than Permitted Liens and Liens created by the Purdue Parties.
4.7 Intellectual Property.
(a) Except as expressly set forth on Schedule 4.7 of the Disclosure Schedule, the Intellectual Property in the Transferred Curriculum is either owned by Contributor or its Affiliates, or licensed by third parties to Contributor or its Affiliates, and may be assigned, licensed or sublicensed to NewU as provided herein, subject to the Permitted Liens. No final judgments have been entered, no lawsuits are pending and no written claims or demands have been received by Contributor holding or alleging that the Transferred Curriculum infringes or violates the intellectual property of any third party, and, to Contributor’s knowledge, there is no threatened litigation that makes such an allegation.