documents (whether in hard copy, electronic or other form), including: (a) all analysis reports, advertising, promotional and marketing materials and creative material and (b) all records and lists relating to customers, vendors or personnel (including customer lists or databases, vendor lists or databases, mailing lists or databases, e-mail address lists or databases, recipient lists or databases, sales records, credit information, correspondence with customers, customer files and account histories, supply lists and records of purchases from and correspondence with vendors), but shall exclude the Student Records.
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or obligated by Law or executive order to remain closed.
“Cash” means, as of the date of determination, without duplication, all cash and cash equivalents.
“Chosen Courts” has the meaning in Section 11.2(a).
“Claim Notice” has the meaning in Section 10.1(e).
“Closing” has the meaning in Section 2.1.
“Closing Date” has the meaning in Section 3.2.
“Closing Instruments” means (i) each delivery required to be made to NewU pursuant to Section 3.3 (Contributor Closing Deliveries), and (ii) each delivery required to be made to Contributor pursuant to Section 3.4 (Purdue Parties Closing Deliveries), in each case other than the Transition and Operations Support Agreement, the License Agreement - Academic Content, and the Transition Services Agreement.
“Code” means the Internal Revenue Code of 1986, as amended for time to time.
“Compliance Date” has the meaning in Section 4.13(a).
“Compliance Review” has the meaning in Section 6.3(c).
“Confidentiality Agreement” has the meaning in Section 6.2(d).
“Consent” means a consent, authorization, Order or approval of, or filing or registration with, or notification to any Person not a party to this Agreement, including any Governmental Entity.
“Contract” means any written agreement, contract, subcontract, indenture, deed of trust, note, bond, mortgage, lease, sublease, concession, franchise, license, sublicense, commitment, guarantee, sale or purchase order, undertaking or other instrument, arrangement or understanding of any kind, but excluding any Educational Approval.
“Contributor” has the meaning in the Prologue.
“Contributor 401(k) Plan” has the meaning in Section 7.3(a).
“Contributor Benefit Plan” means each Benefit Plan sponsored, maintained or contributed to by Contributor or its Affiliates on behalf of any current or former employee of Contributor or its Affiliates or any spouses, dependents, survivors or beneficiaries of any such persons, or under which Contributor or its Affiliates has any present or future Liability on behalf of any such individual.
“Contributor Extended Representations” has the meaning in Section 10.1(b).
“Contributor Fundamental Representations” has the meaning set forth in Section 10.1(a).
“Contributor Indemnitees” has the meaning in Section 10.3(a).
Exhibit A - Definitions