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Investor Relations

SEC Filings

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


 
Entity, or any investigation or other inquiry related in whole or in part to the operation of ED Institution prior to the Closing.  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 any Party from any Educational Agency or Governmental Entity that relate to the transactions contemplated in this Agreement or in whole or part to the operation of ED Institution prior to the Closing.
 
(d)                  In the event and for so long as Contributor is actively contesting or defending any Action in connection with any fact, situation, circumstance, status, condition, activity, failure to act, event or occurrence existing on or prior to the Closing Date involving the Institutional Assets, NewU will cooperate as reasonably requested and provide Contributor with access to its Books and Records as may be necessary in connection with such contest or defense.
 
6.4          Further Assurances.  From time to time, from and after the Closing Date, each Party will reasonably cooperate with the other Parties hereto and execute and deliver (or cause to be executed and delivered) all instruments, including instruments of conveyance, assignment and transfer, and to take all such other actions as each of the Parties may reasonably request from time to time, consistent with the terms of this Agreement and at the cost of the requesting Party, in order to effectuate the transactions contemplated by the Transaction Documents.
 
6.5          Conduct of Business.  From and after the Effective Date through the earlier of the Closing or the termination of this Agreement pursuant to Article 9 (Termination), except as:  (i) otherwise contemplated by this Agreement or any Transaction Document, or (ii) required by Law or disclosed in Section 6.5 of the Disclosure Schedule, or (iii) necessary to consummate the transactions contemplated by the Transaction Documents, or (iv) as NewU shall otherwise consent to in advance in writing (such consent not to be unreasonably withheld, conditioned or delayed), Contributor shall:  (1) conduct Kaplan University in the ordinary course of business substantially as previously conducted during the prior twelve (12) month period, (2) use commercially reasonable efforts to preserve intact the Institutional Assets and maintain Kaplan University’s existing relations and goodwill with Governmental Entities, students, suppliers, creditors, Institutional Employees, lessors and agents as they Relate to KU, and (3) not, directly or indirectly, undertake any action intended to cause any of Contributor’s representations and warranties in Article 4 (Representations and Warranties of Contributor) to be materially incorrect at the Closing (taking into account the updating of Schedules as contemplated by this Agreement).
 
6.6          Public Announcements.  Except as required by Law or the rules of any national securities exchange, each of the Parties shall (and shall cause their respective Affiliates and Representatives to) consult with the other Parties and obtain the prior written consent of the other Parties (which consent (other than with respect to price) shall not be unreasonably conditioned, withheld or delayed) before issuing any press releases or any public statements or announcements with respect to this Agreement and the transactions contemplated by this Agreement; provided that, prior to any such release, statement or announcement as required by Law or the rules of any such exchange, the Person required to issue the release, statement or announcement shall allow the other Parties reasonable time to comment thereon in advance of such issuance; provided further, however, that, following the Closing, the Parties will issue a joint press release or public statements or announcement regarding this Agreement and the transactions contemplated hereby.  Notwithstanding the foregoing, prior to the Closing, each of the Parties shall have the right to (a) discuss the transactions contemplated by this Agreement with students and prospective students of Kaplan University and NewU; and (b) provide disclosure regarding the resulting transition from Kaplan University to NewU to such students and prospective students, in each case provided that such disclosure is made in furtherance of the
 
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