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


 
legitimate academic interests of such students and prospective students and does not include any of the economic terms of this Agreement or of the transactions contemplated hereby.  Each Party grants the other a limited, nonexclusive license to use, for the period from the date of this Agreement to the Closing or earlier termination of this Agreement, the NewU, Purdue and Kaplan tradenames and logos, as applicable, in connection with any such communications.
 
6.7           Use of Names, Brands.  Except as otherwise set forth in the Transition and Operations Support Agreement, the Purdue Parties shall (a) as of the Closing Date cease to use the words “Kaplan”, “Iowa College Acquisition”, “Kaplan University”, “KU”, “Kaplan Higher Education” and “KHE” and cease to use all Trademarks of any of the foregoing; (b) as soon as reasonably practicable following the Closing cause the removal of all such words or expressions and Trademarks from the Institutional Assets; and (c) as soon as reasonably practicable following the Closing take all other actions reasonably necessary to accomplish the foregoing matters, including any notifications, filings or other actions required by any Governmental Entity or Educational Agency.
 
6.8           Insurance.
 
(a)                  On and after the Closing Date, and for a period of five (5) years after the Closing Date, or longer as required under the Transition and Operations Support Agreement, NewU agrees to purchase and maintain, at its expense, general liability insurance covering ED Institution and all other Institutional Assets with respect to all matters occurring on or after the Closing Date in types and amounts as is customary and reasonable for similarly situated organizations and businesses.
 
(b)                  Up to the Closing Date, Contributor agrees to maintain all current insurance coverage in types and amounts as is customary and reasonable for similarly situated organizations and businesses.  Before or on the Closing Date, and for a period of three (3) years after the Closing Date, or longer as agreed upon in the Transition and Operations Support Agreement, Contributor agrees to purchase and maintain, at its expense, extended reporting (“tail”) insurance covering ED Institution and all other Institutional Assets with respect to all matters occurring before the Closing Date in types and amounts as required under the Transition and Operations Support Agreement.
 
6.9           Change of Names.  As soon as practicable after the Closing, and execution and delivery of the Transition and Operations Support Agreement by the parties thereto, (i) Contributor will change its name to a name that does not include “Kaplan University,” and (ii) the Purdue Parties shall cause ED Institution’s name to be changed to a name that is mutually agreeable to the Parties and that incorporates Purdue’s brand in some form.
 
6.10       Mixed Use Contracts.  Except for Mixed Used Contracts which are the subject of the Transition Services Agreement, at the Closing, Contributor, in a manner reasonably acceptable to NewU, shall provide to NewU the benefits under, or assign to NewU its rights under, or obtain a separate contract to be included in the Transferred Contracts for, those benefits and rights of the material Mixed Use Contracts that relate exclusively to the Institutional Assets, as set forth on Section 4.8(b) of the Disclosure Schedule, and NewU shall assume and discharge the Liabilities of Contributor only with respect to such portions of such Mixed Use Contracts.  To the extent that a third party’s consent is required to assign any portion of a Mixed Use Contract which is to be assigned and assumed pursuant to Section 4.8(b) of the Disclosure Schedule, Contributor will use commercially reasonable efforts (which shall not include the payment of any money to such third party in exchange for such consent) to obtain such consent.  If such a required consent is not obtained, then Contributor shall provide NewU the benefits and NewU shall assume the Liabilities, in each case relating exclusively to the portions of each such Mixed Use Contract pertaining to the Institutional Assets.  In no event shall Contributor be required to provide NewU or any other Purdue Party with the benefits of:  (i) any Mixed Use Contract at any time after the date that is six (6) months after the Closing Date, or (ii) for the avoidance of doubt, any Contracts relating to the Kaplan Platform or other software and information technology services or products.
 
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