“Curriculum” means the following items, in any form or media: (a) course objectives, (b) lesson plans, (c) exams, (d) class materials (including interactive or computer-aided materials and videos), (e) faculty notes, (f) course handouts, (g) diagrams, (h) syllabi, (i) course and faculty evaluation materials, and (j) policy and procedure manuals.
“De Minimis Claim” has the meaning in Section 10.2(b)(i).
“Direct Claim” has the meaning in Section 10.5(e).
“Disclosure Schedule” means the disclosure schedule of Contributor dated as of the Effective Date and attached to this Agreement, taking into account all permitted updates pursuant to Section 6.13 (Schedule Updates; Certain Notices).
“ED” means the United States Department of Education.
“ED Institution” means the group of post-secondary educational institutions that as of the Effective Date comprise Kaplan University, which has been designated by ED as an eligible institution and assigned an OPE ID number by ED and which consists of a main campus and each of its additional locations, branch campuses, and other facilities at which the institution provides all or part of an educational program.
“ED Preacquisition Review Notice” means written notice from ED following ED’s review of a preacquisition review application for the change in ownership of ED Institution regarding the transactions contemplated herein.
“Educational Agency” means any Person, whether governmental, government chartered, private, or quasi-private, that engages in granting or withholding approvals for, or otherwise regulates, post-secondary educational institutions, their agents or employees in accordance with standards relating to performance, operation, financial condition or academic standards of such institutions, and the provision of financial assistance to such institutions or students attending such institutions, including ED, any Accrediting Body, the U.S. Department of Veterans’ Affairs, and state educational agencies.
“Educational Approval” means any license, permit, approval, authorization, certificate or accreditation issued or required to be issued by an Educational Agency to a Person with respect to any aspect of such Person’s operations subject to the oversight of such Educational Agency or the participation of such Person in Student Financial Assistance Programs.
“Educational Consents” means all Consents required in order to consummate the transactions contemplated by this Agreement and the ongoing operation of ED Institution following the Closing pursuant to all applicable Educational Requirements.
“Educational Requirements” means all applicable Laws and Accrediting Body standards relating to or administered by any Educational Agency or relating to any Student Financial Assistance Program, grants or loans, including all statutory and regulatory provisions related to the Title IV Programs.
“Effective Date” has the meaning in the Prologue.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and its regulations.
“ERISA Affiliate” means any corporation or trade or business that is or was, at a relevant time, together with Contributor, treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.
“Excluded Assets” has the meaning in Section 2.3.
“Excluded Kaplan Content” means Kaplan Professional Education or Test Prep academic content.
Exhibit A - Definitions