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


 
by this Agreement or the other Transaction Documents) confidential, non-public information which is part of the Institutional Assets (collectively, the “Academic Confidential Information”).  Any confidential, non-public information provided to Contributor or its Representatives in accordance with Section 6.3 (Cooperation) or otherwise pursuant to this Agreement shall be treated as Academic Confidential Information for the purposes of this Agreement.
 
(b)                  Except as expressly permitted under Section 6.6 (Public Announcements), each Party shall (and shall use commercially reasonable efforts to cause each of its respective Affiliates and Representatives to), not use or disclose to any Person (other than to any Representatives owing a confidentiality obligation to such Party or its Affiliate for the purpose of advising such Party in connection with the transactions contemplated by this Agreement or the other Transaction Documents) any of the terms of this Agreement or the other Transaction Documents.  In addition, in the event that any Party receives a request to produce this Agreement or any Exhibit or Schedule hereto pursuant to applicable public records laws, the Parties shall cooperate in producing a redacted version of the requested document(s) that is in conformance with requirements under the applicable public records law, and the Party that did not receive such public record law request shall have the right to produce the first draft of such redacted documents.
 
(c)                 This Section 6.2 shall not apply to the use or disclosure of Academic Confidential Information or information relating to the terms of this Agreement or the other Transaction Documents:  (i) to the extent that such information becomes generally known to the public through no fault of the disclosing Party or any of its Affiliates or its or their respective Representatives; (ii) to the extent that such information is required to be disclosed by Law, by a rule of a listing authority, stock exchange or by a Governmental Entity; (iii) to the extent that the disclosure of such information is necessary to obtain any Governmental Consent or pursuant to any Educational Requirement; or (iv) to the extent necessary or required in connection with any Action related to the enforcement of this Agreement or the other Transaction Documents.
 
(d)                  For the avoidance of doubt, nothing in this Agreement shall terminate or otherwise affect the Confidentiality Agreement, dated December 16, 2016, between Kaplan, Inc. and Purdue (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms.
 
6.3           Cooperation.
 
(a)                  Subject to the terms and conditions set forth in this Agreement, each Party shall use its respective commercially reasonable efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including:  (i) the obtaining of all necessary actions or non-actions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from ED, each Accrediting Body and other Educational Agency, and other Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any Educational Consents or satisfy any Educational Requirement and any other approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity (all of the foregoing, collectively, the “Governmental Consents”), (ii) the obtaining of all consents, authorizations, approvals or waivers from third parties, other than from Governmental Entities or Educational Agencies, necessary or advisable for consummation of the transactions contemplated hereby; provided, however, that such actions shall not include any requirement of any Party or any of their respective Affiliates to commence or participate in any litigation or offer or grant any material accommodation (financial or otherwise) to any third-party, and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated this Agreement.
 
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