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


 
8.2           Conditions to the Purdue Parties’ Obligation to Close.  The Purdue Parties’ obligations to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by NewU on or prior to the Closing Date of all of the following conditions:
 
(a)                 The Contributor Fundamental Representations shall be true as of the Closing Date as if made on the Closing Date (other than Section 4.15, which shall be true in all material respects) except for immaterial matters relating to Sections 4.1 or 4.2 which do not, individually or in the aggregate, prevent Contributor from, or allow Contributor to avoid, entering into and performing its obligations strictly in accordance with the terms of this Agreement and the other Transaction Documents.
 
(b)                  No breach(es) of Contributor’s representations and warranties in Article 4 (taking into account all permitted updates to the Schedules pursuant to Section 6.13 (Schedule Updates; Certain Notices)) shall exist as of the Closing Date, the effect of which, individually or in the aggregate, creates or gives rise to a Material Adverse Effect (except for any Material Adverse Effect arising under clause (b) of the definition of Material Adverse Effect with respect to which Contributor has agreed in writing to indemnify the Purdue Indemnitees on terms reasonably satisfactory to the Parties).
 
(c)                 There exists no Material Adverse Effect as of the Closing Date (except for any Material Adverse Effect arising under clause (b) of the definition of Material Adverse Effect with respect to which Contributor has agreed in writing to indemnify the Purdue Indemnitees on terms reasonably satisfactory to the Parties).
 
(d)                  The covenants and agreements of Contributor to be performed as of the Closing Date in accordance with this Agreement shall have been performed in all material respects.
 
(e)                  Contributor shall have executed and delivered to NewU each of the Transaction Documents to which it is a party, including the Transition and Operations Support Agreement.
 
(f)                    NewU shall have received each other delivery required to be made to NewU pursuant to Section 3.3 (Contributor Closing Deliveries).
 
8.3          Conditions to Contributor’s Obligation to Close.  The obligations of Contributor to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver of Contributor, in its sole discretion, on or prior to the Closing Date of all of the following conditions:
 
(a)                  The Purdue Fundamental Representations shall be true as of the Closing Date as if made on the Closing Date, except for immaterial matters relating to Sections 5.1 or 5.2 which do not, individually or in the aggregate, prevent any of the Purdue Parties from, or allow any of the Purdue Parties to avoid, entering into and performing its obligations strictly in accordance with the terms of this Agreement and the other Transaction Documents.
 
(b)                  No breach(es) of the representations and warranties of the Purdue Parties shall exist as of the Closing Date (taking into account all permitted updates to the Schedules pursuant to Section 6.13 (Schedule Updates; Certain Notices)), the effect of which, individually or in the aggregate, creates or gives rise to a Material Adverse Effect.
 
(c)                  There exists no Material Adverse Effect as of the Closing Date.
 
(d)                  The covenants and agreements of the Purdue Parties to be performed as of the Closing Date in accordance with this Agreement shall have been performed in all material respects.
 
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