6.11 Credit Support Obligations; Security Deposits.
(a) The Purdue Parties will use reasonable best efforts to substitute guarantors or terminate the guarantees set forth on Exhibit E-1 (Guarantees) made by Contributor or its Affiliates with respect to the Assumed Liabilities, and to provide for replacement performance bonds for the performance bonds of Contributor and its Affiliates relating to ED Institution set forth on Exhibit E-2 (Performance Bonds), in each case as promptly as practicable following the Closing.
(b) The Parties, desiring that Contributor receive the benefit of the Security Deposits without necessitating the replacement of the Security Deposits by the Purdue Parties, hereby agree that Contributor shall be deemed to have advanced $89,146.00 of expenses to NewU as contemplated by Section 5 (Application of Deposit Credits) of Exhibit F (Reimbursement of Payments) to the Transition and Operations Support Agreement in consideration for the Security Deposits being treated as Institutional Assets under Section 2.1(e) (Contribution and Transfer of Institutional Assets).
6.12 Tax Matters.
(a) For so long as Purdue is the sole member of NewU, the Purdue Parties will not make any elections or take any other actions that would cause NewU to: (i) not have Purdue as its sole member, or (ii) not be recognized by ED as a public or not-for-profit institution of higher education.
(b) NewU and Contributor hereby waive compliance with any “bulk sales” law under any applicable uniform commercial code.
(c) Notwithstanding anything to the contrary in this Agreement, NewU shall be responsible for, any transfer (including any indirect Real Estate transfer), documentary, stamp or similar Taxes, any “bulk sales”, “bulk transfer” or similar Taxes and related fees (“Transfer Taxes”) imposed on the sale or transfer of the Institutional Assets pursuant to this Agreement or the entering into of this Agreement. NewU shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, Contributor shall, and shall cause its respect Affiliates to, join in the execution of any such Tax Returns and other documentation. The Parties will cooperate in timely making all filings, returns, reports and forms as may be required to comply with the provisions of applicable Law relating to Transfer Taxes, including in seeking any available exemption from or reduction of Transfer Taxes.
6.13 Schedule Updates; Certain Notices.
(a) Prior to the Closing Date, Contributor shall provide to NewU such updates to the Schedules made pursuant to Article 2 (Contribution and Transfer of Institutional Assets; Assumption of Certain Liabilities) as are necessary to accurately reflect the Institutional Assets as of the Closing Date; provided, however that no such update shall contain additions or deletions which constitute a material breach by Contributor of any of its obligations under this Agreement.
(b) Prior to the Closing, either Contributor or any of the Purdue Parties may (but is not required to) deliver to the other Party one or more supplements to the Disclosure Schedule or the Purdue Disclosure Schedule, respectively, under Article 4 or 5, respectively, to reflect any fact or condition occurring after the date of this Agreement that would cause a breach of a representation or warranty contained in Article 4 or 5 but for such update. Any update made pursuant to this Section 6.13(b) shall not affect a Party’s right to indemnification for a breach of a representation or warranty that occurred as of the Effective Date, but all such claims for indemnification shall be made subject to the terms of Article 10 (Indemnity), including Section 10.4 (Limitations).