Intellectual Property related to the Kaplan Platform; and (d) any improvements and changes made to any of the foregoing.
“Kaplan University” has the meaning in Recital A.
“KHE” has the meaning in the Prologue.
“knowledge” means, (a) with respect to Contributor, the actual knowledge of either or both of Greg Marino and Jerry Dervin, and (b) with respect to NewU, the actual knowledge of either or both of William Sullivan and Steve Schultz and, with respect to each of (a) through (b), such knowledge as the named individuals would reasonably be expected to have if he had made due and reasonable inquiry of his immediate subordinates.
“Law” means any federal, national, supranational, state, provincial, local, municipal, administrative or foreign law (including common law), constitution, treaty, statute, ordinance (including zoning), rule, regulation, judgment, resolution, executive order, code, Order, arbitration award, agency requirement of, or any license or permit issued by, any Governmental Entity, but excluding any Educational Requirement. Reference to any Law shall be construed as a reference to such Law as re-enacted, redesignated, amended or extended from time to time.
“Leased Real Property” has the meaning in Section 2.1(g).
“Liabilities” and “Liability” means any and all debts, liabilities, claims, demands, expenses, commitments of any nature, Losses and obligations, whether primary or secondary, direct or indirect, accrued or fixed, absolute or contingent, known or unknown, express or implied, matured or unmatured, liquidated or unliquidated, or determined or determinable, including those arising under any Law or Action and those arising under any Contract.
“License Agreement - Academic Content” means the license agreement, substantially in the form of Exhibit F.
“Liens” means all liens (statutory or otherwise), mortgages, pledges, charges, licenses, security interests, purchase agreements, options, rights-of-way, easements, restrictions on transfer, title defects or other encumbrances.
“Losses” means all losses, costs, charges, expenses, fees (including reasonable fees of attorneys, consultants and advisors), obligations, Liabilities, settlement payments, awards, judgments, Taxes, fines, penalties, damages, demands, claims, assessments or deficiencies of any kind.
“Material Adverse Effect” means (a) any event, development, circumstance, state of facts or effect that individually or in the aggregate will, or would reasonably be expected to: (i) prevent NewU from operating ED Institution substantially as Contributor operated Kaplan University immediately prior to the Closing in all material respects; or (ii) cause a material adverse change to the financial condition or operations of Kaplan University; and (b) any event, development, circumstance, state of facts or effect disclosed in one or more Schedule updates pursuant to Section 6.13 (Schedule Updates; Certain Notices) that individually or in the aggregate constitutes a materially adverse increase to the financial obligations and Liabilities being assumed at Closing by NewU. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of the following shall constitute, or shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (1) changes in the economic conditions generally in the United States or any other jurisdiction in which Contributor operates; (2) changes in the financial condition or operations of Kaplan University resulting from events, developments, circumstances, facts or effects that apply to similarly situated businesses operating in the same industry and jurisdiction as Kaplan University, except to the extent such changes would cause a material adverse change of the type described in clause (b) above; (3) changes after the Effective Date in global or national political conditions, including the outbreak or escalation of hostilities or war, acts of terrorism, political instability or
Exhibit A - Definitions