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SEC Filings

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


 
5.1           Organization and Qualification.
 
(a)                  Purdue is a state chartered, land-grant institution authorized by legislative authority of the State of Indiana, and NewU is a nonprofit, public benefit corporation duly organized and validly existing in the State of Indiana, and a controlled Affiliate of Purdue authorized pursuant to an Indiana state statute generally in the form of Exhibit D (Authorization Statute).  Each Purdue Party: (i) has all requisite organizational power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (ii) is duly licensed or qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so licensed, qualified or in good standing individually or in the aggregate would not, and would not reasonably be expected to, have a material adverse effect on such Purdue Party.  NewU has made available to Contributor copies of its Organizational Documents and all amendments thereto, which copies are true, correct and complete in all material respects.
 
(b)                  The Purdue Parties have not made any elections or taken any other actions that would cause NewU to: (i) not have Purdue as its sole member, or (ii) not be recognized by ED as either a public or not-for profit institution of higher education.
 
5.2          Authority Relative to this Agreement.  Each of the Purdue Parties, and their respective authorized Representatives, including the signatories to this Agreement and the other Transaction Documents (as applicable), has all requisite power and authority, and has taken all requisite action to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents in accordance with the terms of the Transaction Documents.  This Agreement has been, and each other Transaction Document when executed and delivered will be, duly and validly executed and delivered by each of the Purdue Parties, respectively (and as applicable) and, assuming the due authorization, execution and delivery by Contributor of the Transaction Documents to which Contributor is a party, this Agreement constitutes (and each other Transaction Document to which such Purdue Parties (as applicable) are a party when executed will be) a valid, legal and binding agreement of such Purdue Parties, respectively (and as applicable), enforceable against such Purdue Parties, respectively (and as applicable) in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
5.3          Consents and Approvals; No Violations; Licenses.
 
(a)                  No filing with or notice to, and no permit, declaration, Order, registration or Consent of, any Governmental Entity is required to be made or obtained by or on the part of  any of the Purdue Parties for the execution, delivery and performance by any of them of any of the Transaction Documents (as applicable) or the consummation by any of them of the transactions contemplated by the Transaction Documents, except:  (i) the filings, notices, permits, declarations, Orders, registrations, Consents or actions listed in Section 5.3(a) of the Purdue Disclosure Schedule, (ii) compliance with the applicable requirements of any applicable Education Requirements or (iii) any such filings, notices, permits, registrations or Consents, the failure to make or obtain would not reasonably be expected to, individually or in the aggregate:  (1) be material to the continued operation of ED Institution after the Closing Date or (2) materially affect the ability of any of the Purdue Parties to execute, deliver or perform the Transaction Documents to which it is a party or consummate the transactions contemplated by the Transaction Documents.
 
(b)                 Assuming compliance with the items described in clauses (i) through (iii) of Section 5.3(a), and except as set forth in Section 5.3(b) of the Purdue Disclosure Schedule, neither the execution, delivery or performance of the Transaction Documents by the Purdue Parties, nor the consummation by each of the Purdue Parties of the transactions contemplated by the Transaction
 
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