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


 
(b)            To the knowledge of Contributor, no Person is infringing or violating any Intellectual Property in the Transferred Curriculum and no written claims or demands have been made by Contributor (or its Affiliates) against any Person with respect to alleged infringement or violation of Intellectual Property in the Transferred Curriculum.  Neither Contributor nor any of its Affiliates is in material default or violation of the terms or conditions under which the Transferred Curriculum was acquired or licensed and, to the knowledge of Contributor, no event has occurred which constitutes, or with due notice or lapse of time or both may constitute, such a default or violation.
 
(c)            The registered Trademarks included in the Transferred Intellectual Property are valid, subsisting and in full force and effect and, to Contributor’s knowledge, are not subject to infringement by any third party.
 
4.8     Transferred Contracts.
 
(a)            Other than the Transferred Leases, Student Enrollment Agreements and Mixed Use Contracts, the Transferred Contracts are all the material Contracts that relate solely to the Academic Functions. Each Transferred Contract is, assuming the due authorization, execution and delivery of each party thereto other than Contributor (or its applicable Affiliate), a legal, valid and binding agreement and obligation of Contributor (or its applicable Affiliate) and is in full force and effect.  None of Contributor or its Affiliates is in default or breach in any material respect (and no event has occurred that, with notice or lapse of time, would constitute such a default or breach under the terms of any such Transferred Contract).  Except as set forth in Section 4.8 of the Disclosure Schedule, there are not any material disputes pending or, to the knowledge of Contributor, threatened, or any notice of any intention to terminate, not renew, amend or modify, with respect to any such Transferred Contract.
 
(b)            Section 4.8(b) of the Disclosure Schedule includes a list of all material Contracts which are used in connection with both to the Academic Functions and another area of business engaged in by Contributor or any one or more of its Affiliates (collectively, the “Mixed Use Contracts”).
 
4.9    Real Property.
 
(a)            Leased Real Property.  Except as set forth on Section 4.9(a) of the Disclosure Schedule, with respect to each Leased Real Property:  (i) the related Transferred Lease is (and, in the case of the NB Lease, as of the Closing will be) in full force and effect; (ii) the tenant under the related Transferred Lease has (and, in the case of the NB Lease, as of the Closing will have) possession of such Leased Real Property; (iii) if such Leased Real Property is the subject of a Transferred Lease, to the knowledge of Contributor, there are no existing defaults in any material respect on the part of Contributor or any other party to the related Transferred Lease, and no event has occurred which, with the delivery of notice or the passage of time, or both, would constitute a default in any material respect, or permit the termination, modification, or acceleration of rent under such Transferred Lease; (iv) to the extent the premises covered by the NB Lease are or will be subject to a lease or sublease with a third-party tenant, Contributor has performed in all material respects all of its obligations under such lease or sublease, including any environmental remediation work; (v) if such Leased Real Property is the subject of a Transferred Lease, Contributor has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion of such Leased Real Property; (vi) if such Leased Real Property is the subject of a Transferred Lease, the assignment or transfer of the related Transferred Lease pursuant to this Agreement does not require the Consent of any other party to such Transferred Lease, will not result in a breach of or default under such Transferred Lease, or otherwise cause such Transferred Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; and (vii) Contributor has not (and, in the case of the NB Lease, as of the Closing will not have) collaterally assigned or granted any other security interest in the related Transferred Lease or NB Lease, as applicable, or any interest therein.
 
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