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Investor Relations

SEC Filings

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


 
(b)                  Subject to the terms and conditions herein provided and without limiting the foregoing, NewU and Contributor shall make or cause to be made, as soon as reasonably practicable, any appropriate notification filings, forms and submissions required under any Educational Requirements or other Laws with ED, each Accrediting Body and other Educational Agency and each other Governmental Entity, in each case to the extent set forth in Section 6.3(b) of the Disclosure Schedule and on or prior to the applicable dates set forth therein.  No Party, nor any of the respective counsel or Representatives, shall participate in any meetings, telephone calls, e-mail exchanges or discussions with any Educational Agency or Governmental Entity regarding the transactions contemplated by this Agreement without either including the other Party or its counsel therein or obtaining the other Party’s consent not to be included (which consent shall not be unreasonably, conditioned or delayed); provided, however, that this sentence shall not restrict any Party or its respective counsel from receiving unsolicited telephone inquiries from Representatives of any Educational Agency or Governmental Entity requesting additional information or clarification of previously filed or submitted information so long as the Party or its counsel receiving such unsolicited inquiry does not engage in any substantive discussions with, or provide any responses to, any such Representative without first complying with its obligations under this Section 6.3.  Prior to any Party attending any meetings, telephone calls, discussions or responding to unsolicited telephone inquiries from Representatives of any Educational Agency or Governmental Entity, NewU and Contributor shall discuss and agree upon strategy and issues to be pursued and responses to likely questions.  The Parties agree that they will participate in all such meetings, telephone calls and discussions in a manner consistent with the agreement described in the preceding sentence and will not introduce any new issues not agreed to by the other Parties prior to any such meeting, telephone call or discussion.  Each Party shall provide to the other within two (2) Business Days of receipt all written communications received by ED Institution or either of them from any Educational Agency or Governmental Entity which relate to the transactions contemplated in this Agreement.
 
(c)                  Further, and without limiting the generality of the rest of this Section 6.3, each of the Parties shall reasonably cooperate, as promptly as practicable, both before and after the Closing, in all respects with each other in connection with any filing or submission regarding the transactions contemplated by this Agreement and in connection with any compliance audits and any other reviews or investigations by any Educational Agency, including any entity that administers any form of Student Financial Assistance Program or that reviews student complaints (each, a “Compliance Review”), any action by an Educational Agency or Governmental Entity, or any investigation or other inquiry related in whole or in part to the operation of ED Institution prior to the Closing; provided, however, that after the Closing all costs shall be borne by the requesting party.  Such cooperation shall include, subject to applicable Law, promptly:  (i) furnishing to the other such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the foregoing; (ii) informing the other Parties of any material communication from, with or to any Educational Agency or Governmental Entity regarding any of the transactions contemplated by this Agreement or regarding any Compliance Review, any action by an Educational Agency or Governmental Entity, or an investigation or other inquiry related in whole or in part to the operation of ED Institution prior to the Closing; and (iii) providing counsel for the other Parties with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with any Educational Agency or Governmental Entity and any other information supplied by such Party and such Party’s Subsidiaries to an Educational Agency or Governmental Entity or received from an Educational Agency or a Governmental Entity in connection with the transactions contemplated by this Agreement or regarding any Compliance Review, any action by the Educational Agency or Governmental Entity, or any investigation or other inquiry related in whole or in part to the operation of ED Institution prior to the Closing; provided, that no Party shall be required to share attorney-client privileged information with the other.  Each Party shall, subject to applicable Law, permit counsel for the other Parties to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication, draft filing, correspondence or submission to any Governmental Entity or Educational Entity in connection with the transactions contemplated by this Agreement or regarding any Compliance Review, any action by the Educational Agency or Governmental
 
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