Print Page  |  Close Window

Investor Relations

SEC Filings

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


 
(ix)         since the Compliance Date, none of ED Institution nor any Person that exercises substantial control over ED Institution (as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)), or member of such Person’s family (as the term “family” is defined in 34 C.F.R. § 668.174(c)(4)), alone or together, (1) exercises or has exercised substantial control over another school or third-party servicer (as that term is defined in 34 C.F.R. § 668.2) that owes a Liability for a violation of a Title IV Program requirement or (2) owes a Liability for a Title IV Program violation;
 
(x)           since the Compliance Date, none of Contributor nor any of Contributor’s employees have pled guilty to, pled nolo contendere to or been found guilty of, a crime involving the acquisition, use or expenditure of funds under the Title IV Programs or been judicially determined to have committed fraud involving funds under the Title IV Programs;
 
(xi)         since the Compliance Date, neither Contributor nor ED Institution has employed in a capacity involving administration of funds under the Title IV Programs or the receipt of funds under the Title IV Programs, any individual who has been convicted of, or has pled nolo contendere or guilty to, a crime involving the acquisition, use or expenditure of federal, state or local government funds, or has been administratively or judicially determined to have committed fraud or any other violation of law involving federal, state or local government funds;
 
(xii)        none of Contributor, ED Institution or any Person or entity that exercises substantial control over ED Institution or any member of any such Person’s family has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy; and
 
(xiii)       for each of the fiscal years ended December 31, 2015, and December 31, 2016, ED Institution has not received greater than 90% of its revenues from Title IV Programs, as such percentage is required to be calculated under 34 C.F.R. §§ 668.14 and 668.28.
 
(e)                  Each of ED Institution’s Student Enrollment Agreements for current students are valid and binding in all material respects on ED Institution.
 
4.14      Sufficiency of Institutional Assets.  Provided that (i) all of the Institutional Employees accept employment with NewU at Closing, (ii) all required third party Consents to transfer the Transferred Contracts and Transferred Leases are obtained, and (iii) all conditions to the Closing have been satisfied in full, then, with the exception of the Mixed Use Contracts and any applicable Governmental Consents not listed on Exhibit C (Closing Governmental Consents):  (a) following the Closing, NewU shall own or have use of substantially all of the Institutional Assets owned or used by Contributor to operate the Academic Functions in the ordinary course of business immediately prior to the Closing, and (b) upon the effectiveness of the Transition and Operations Support Agreement, the Transition Services Agreement and the other Transaction Documents, NewU will have use of substantially all assets, properties and rights used by Contributor immediately prior to the Closing Date to operate Kaplan University in the ordinary course in all material respects.
 
4.15       Brokers.  No broker, finder or investment banker is or may be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Contributor.
 
4.16       Solvency; Fraudulent Conveyance. Contributor is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement and, after giving effect to such transactions, Contributor will not be left with an unreasonably small amount of capital with which to engage in its business.  Contributor does not intend to incur, nor does it believe it has incurred, debts beyond its ability to pay such debts as they mature.  Contributor is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment
 
14