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


 
(b)                Ground Facilities.  The Leased Real Properties are all of the facilities (or portions thereof) at which Kaplan University provides in-person, on-ground student instruction.  After the Closing Date, NewU will be entitled to the continued possession and use of such facilities (or portions thereof) for purposes consistent with the past practices of ED Institution.
 
4.10    Student Records.  The Student Records are complete and correct in all material respects and have been maintained by Contributor in the ordinary course of business.
 
4.11       Employee Benefit and Labor Matters.
 
(a)                 For each of the Institutional Employees, Section  4.11(a) of the Disclosure Schedule sets forth such Institutional Employee’s title, current compensation (including base salary or wage rate, current target bonus entitlement and other incentive or contingent compensation), start date, service reference date (if different from the start date), work location, vacation entitlement formula and amount of accrued but unused vacation.  None of the Institutional Employees is represented by any labor union, works council or other labor organization with respect to such employee’s employment by Contributor or any of its Affiliates.  During the three (3) year period prior to the date of this Agreement, there has been no, and as of the date of this Agreement, there is no, labor strike, dispute, request for representation, slowdown or stoppage by any Institutional Employee actually pending or, to the knowledge of Contributor, threatened against or affecting Contributor.
 
(b)                 The Contributor Benefit Plans offered to Institutional Employees are set forth on Section 4.11(b) of the Disclosure Schedule.
 
(c)                 Neither Contributor nor any of its respective ERISA Affiliates has, or within the last three (3) years has had, any Liability with respect to:  (i) any multiemployer plan (as defined in Section 4001(a)(3) of ERISA), (ii) except as set forth on Section 4.11(b) of the Disclosure Schedule, any plan subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code, or (iii) any “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA.  Neither Contributor nor any of their respective ERISA Affiliates has been involved in any transaction that could cause Contributor, or following the Closing, the Purdue Parties or their Affiliates to be subject to Liability under Section 4069 of ERISA.  No Liability under Title IV of ERISA has been incurred by Contributor or any of its respective ERISA Affiliates that has not been satisfied in full (other than with respect to amounts not yet due).
 
(d)                Contributor does not have any current or potential obligation to provide post-retirement health, life and welfare other than as required under Section 4980B of the Code or any similar applicable Law to Institutional Employees or their beneficiaries or dependents.
 
4.12       Compliance with Laws.  Notwithstanding any provision of this Section 4.12 to the contrary, if any other Section of this Article 4 deals expressly with respect to a specific Law, then that Section shall contain the sole and exclusive representations and warranties relating to such Law.  Kaplan University is being conducted in all material respects in accordance with all Laws applicable to Contributor.  Except as set forth in this Section 4.12 of the Disclosure Schedule, during the three (3) year period prior to the Effective Date, Contributor has not received any notice of any material violation or material default under any Law applicable to Kaplan University that remains uncured, or has not been dismissed without further Liability to Contributor.
 
4.13       Education Matters.
 
(a)                 Contributor and ED Institution currently maintain and, since January 1, 2015, (the “Compliance Date”), have maintained without interruption in all material respects, all Educational Approvals necessary or required for the conduct of the business and operations of ED Institution.  ED Institution is a party to, and is in compliance in all material respects with, a valid and effective
 
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