“GAAP” means generally accepted accounting principles as in effect in the United States of America at the time the applicable financial statements were prepared, consistently applied.
“Governmental Consent” has the meaning in Section 6.3(a).
“Governmental Entity” means any court, administrative agency, commission or other governmental authority, body or instrumentality, supranational, national, federal, state, provincial, local, municipal, domestic or foreign government or governmental or regulatory authority or any self-regulatory authority or arbitral or similar forum of any nature, including any agency, branch, bureau, commission, department, entity, official or political subdivision, whether domestic or foreign, but excluding any Educational Agency.
“HEA” means the Higher Education Act of 1965, as amended, and the rules and regulations thereunder.
“ICA” has the meaning in the Prologue.
“Indemnified Person” has the meaning in Section 10.1.
“indemnify” and similar terms shall include all obligations to indemnify, defend and hold harmless.
“Indemnifying Person(s)” has the meaning in Section 10.1.
“Institutional Assets” has the meaning in Section 2.1.
“Institutional Employees” has the meaning in Section 2.2.
“Intellectual Property” means all Trademarks, copyrights, works of authorship, designs, emblems and logos, trade secrets, franchises, franchise rights, customer and supplier lists, and related identifying information, quality control, safety information, research records, other intangibles, and similar data, business and product names, slogans, taglines, rights of publicity, improvements, processes, procedures, specifications, technology, methodologies, computer software, firmware, development tools, flow charts, annotations, all Web addresses, sites and domain names, social media names, app names, all data bases and data collections and all rights therein, graphics, business or marketing plans or projections, market surveys, any other confidential, intellectual and proprietary right or information, in each case whether or not subject to statutory registration, as each of the foregoing rights may arise anywhere in the world, and all related technical information, and all unregistered rights, pending applications and registrations related to any of the foregoing in the United States and in all foreign countries and under all international systems, conventions and treaties, and all goodwill associated with any of the foregoing, and the right to sue and recover for past infringement, if any, in connection with any of the foregoing, and all documents, disks, records, files, and other media on which any of the foregoing is stored, and other proprietary rights, in the case of each of the foregoing which is proprietary to, or owned, used or held for use by or on behalf of the Contributor.
“IRS” means the Internal Revenue Service.
“Kaplan Platform” means (a) the IT infrastructure and the platform, technology or any transmission or storage methodology, including software and equipment, on which Institutional Assets are stored, housed, offered, delivered or otherwise made available, whether by any wireline or wireless networks now known or later developed (or any combination thereof) in any form, analog, digital, or other, now known or later developed (including limited downloads, permanent downloads, streams, streaming audio and/or video, digital downloads, direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, and any other forms of transmission made on-demand or near on-demand (or otherwise interactive)); (b) the other IT infrastructure and technology used in connection with the delivery of the Support Functions; (c) any and all information, designs, materials, algorithms, business processes, practices, know-how and other