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SEC Filings

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


 
of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of its assets.  Contributor is not transferring any assets with any intent to hinder, delay or defraud any of its creditors.
 
4.17       No Restriction on Transfer.  The Purdue Parties will suffer no loss, cost or expense because of the non-compliance of the Parties with any bulk sale/transfer statute or law.
 
4.18       Litigation; Judgments.  Except as set forth in Section 4.18 of the Disclosure Schedule, there are no material Actions pending or, to Contributor’s knowledge, threatened, and since January 1, 2016, there have not been any material Actions initiated in writing against Contributor or its Affiliates, in each case relating to or affecting ED Institution, or any of the officers and directors of Contributor (in connection with ED Institution) or any of the Institutional Assets.  Except as set forth in Section 4.18 of the Disclosure Schedule, there is no material judgment, order or decree of any Governmental Entity against or affecting Contributor or any of the Institutional Assets that has not been satisfied or resolved.  Contributor is not in material default under any judgment, order or decree.  To the knowledge of Contributor, there is no fact or circumstance that would reasonably be expected to give rise to any Action against, relating to or affecting Contributor or its assets or properties (taken as a whole) that would have a Material Adverse Effect.
 
4.19       Related Party Transactions.  None of the Transferred Contracts is made between or among Contributor, on the one hand, and any of Contributor's Related Parties, on the other hand.
 
4.20       No Other Representations and Warranties.  EACH OF THE PURDUE PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE 4 ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES BEING MADE BY OR ON BEHALF OF CONTRIBUTOR OR ANY OF ITS AFFILIATES AND ARE EXCLUSIVE OF ANY OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES.  EXCEPT AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 4, (A) NONE OF CONTRIBUTOR OR ANY AFFILIATE OF CONTRIBUTOR MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR USE, WITH RESPECT TO THE INSTITUTIONAL ASSETS, THE ASSUMED LIABILITIES, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE INSTITUTIONAL ASSETS OR THE ASSUMED LIABILITIES; AND (B) NONE OF THE PARTIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, SUFFICIENCY OR COMPLETENESS OF ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE PURDUE PARTIES’ DUE DILIGENCE INVESTIGATION OF THE INSTITUTIONAL ASSETS, THE ASSUMED LIABILITIES, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS; PROVIDED, HOWEVER, THAT SUBCLAUSE (B) OF THIS SECTION 4.20 SHALL NOT RELIEVE CONTRIBUTOR FROM LIABILITY WITH RESPECT TO ANY FRAUDULENT MISREPRESENTATIONS MADE BY IT TO THE PURDUE PARTIES WITH RESPECT TO ANY SUCH INFORMATION, DOCUMENTS OR MATERIALS.  THE PURDUE PARTIES ACKNOWLEDGE AND AGREE THAT UPON THE CLOSING CONTRIBUTOR SHALL CONTRIBUTE, TRANSFER, CONVEY, ASSIGN, AND DELIVER TO NEWU, AND NEWU SHALL ACCEPT, ASSUME, AND ACQUIRE CONTRIBUTOR’S RIGHTS, TITLE AND INTEREST IN AND TO, THE INSTITUTIONAL ASSETS “AS IS, WHERE IS, WITH ALL FAULTS.”
 
5.
Representations and Warranties of the Purdue Parties.
 
Except as set forth in the Purdue Disclosure Schedule, the Purdue Parties, jointly and severally but only to the extent set forth in Section 10.4(a) (Limitations), hereby represent and warrant to Contributor as follows:
 
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