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


 
Indemnified Person”), to the indemnifying Party or Parties hereunder (the “Indemnifying Person”) on or prior to the applicable Survival Date:
 
(a)                  The Survival Date for claims under Section 10.2(a)(i) with respect to the representations and warranties set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority Relative to this Agreement) and Section 4.15 (Brokers) (collectively, the “Contributor Fundamental Representations”) and for claims under Section 10.3(a)(i) with respect to the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority Relative to this Agreement) and Section 5.5 (Brokers) (collectively, the “Purdue Fundamental Representations”) shall survive the Closing until the date that is sixty (60) days after the running of the applicable statute of limitations (giving effect to any waiver, mitigation, tolling or extension thereof) for the matters described therein.
 
(b)                  The Survival Date for claims under Section 10.2(a)(ii) with respect to the representations and warranties set forth in Section 4.7(a) (Intellectual Property), Section 4.13 (Education Matters) and Section 4.14 (Sufficiency of Institutional Assets) (collectively, the “Contributor Extended Representations”) shall survive the Closing until the three (3) year anniversary of the Closing Date.
 
(c)                  The Survival Date for claims under Section 10.2(a)(ii) with respect to the representations and warranties set forth in Article 4 (Representations and Warranties of Contributor) other than the Contributor Fundamental Representations and the Contributor Extended Representations and the Survival Date for claims under Section 10.3(a)(ii) with respect to the representations and warranties set forth in Article 5 (Representations and Warranties of the Purdue Parties) other than the Purdue Fundamental Representations shall survive the Closing until the eighteen (18) month anniversary of the Closing Date.
 
(d)                  Subject to any applicable statute of limitations (giving effect to any waiver, mitigation, tolling or extension thereof) and except as otherwise provided in this Agreement, the Survival Date for claims under Sections 10.2(a)(iii)-(v) and Sections 10.3(a)(iii)-(v) shall survive Closing indefinitely; provided, however, that (a) the Survival Date for claims under Section 10.2(a)(iii) and Section 10.3(a)(iii) with respect to any covenant or agreement in this Agreement or any Closing Instrument required to be fully-performed on or before the Closing Date shall survive the Closing until the twelve (12) month anniversary of the Closing Date.
 
(e)                  The obligations to indemnify under this Article 10 shall not terminate with respect to any specific matter as to which the Indemnified Person shall have, before the expiration of the applicable Survival Date, previously made a claim by delivering a written notice thereof (stating in reasonable detail the basis of such claim to the extent then known to the party giving notice) (a “Claim Notice”) to the Indemnifying Person.
 
10.2        Indemnification by Contributor.
 
(a)            Subject to the terms and conditions of this Article 10, Contributor shall indemnify, defend and hold harmless the Purdue Parties, each of their respective Affiliates, and their respective successors, assigns, officers, trustees, directors, employees and agents (collectively, the “Purdue Indemnitees”) from and against any Loss suffered or incurred by any such Purdue Indemnitee, whether such Loss exists or accrues prior to, on or subsequent to the Closing Date, arising out of or in connection with any of the following:
 
(i)            any breach of a Contributor Fundamental Representation;
 
(ii)           any breach of any representation and warranty under Article 4 (Representations and Warranties of Contributor), other than the Contributor Fundamental Representations;
 
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