Person (or in any other similar capacity); (c) any other Person with respect to which such Person or an Affiliate of such Person serves as a general partner or trustee (or in any other similar capacity); (d) any other Person that has direct or indirect record or beneficial ownership of at least five percent (5%) of the outstanding voting securities or other voting interests (a “Material Interest”) in such Person; and (e) any other Person in which such Person or an Affiliate of such Person holds a Material Interest.
“Representatives” means, with respect to any Person, the directors, officers, managers, employees, consultants, counsel, accountants, agents, advisors, equity holders and other representatives of such Person.
“Retained Liabilities” has the meaning in Section 2.5.
“Security Deposits” has the meaning in Section 2.1(e).
“Student Enrollment Agreements” means the enrollment agreements, as of the Effective Date and the Closing Date, between Kaplan University and students enrolled in Kaplan University.
“Student Financial Assistance Program” means any form of student financial assistance, grants or loans administered by any Governmental Entity including the Title IV Programs, state grant or loan programs, and veterans’ education benefits administered by the U.S. Department of Veterans’ Affairs.
“Student Records” means originals (or, to the extent originals are not required by applicable Law to be retained, true, correct and complete copies) of all education records relating to students enrolled in Kaplan University at any time prior to the Closing Date (including financial, class and transcript information for such students as well as correspondence with such students).
“Support Functions” has the meaning in the definition of “Academic Functions.”
“Survival Date” has the meaning in Section 10.1.
“Tax” means any and all taxes and all other charges, fees, duties, contributions, levies, assessments or Liabilities in the nature of a tax, whether disputed or not, imposed by any Governmental Entity, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof.
“Tax Return” means any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any taxing authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“Third-Party Claim” has the meaning in Section 10.5(a).
“Title IV Programs” means the programs of federal student financial assistance administered pursuant to Title IV of the HEA.
“Trademarks” means trademarks, service marks, service mark rights, trade names, brand names, trade name rights, trade dress, trade dress, applications for trademarks and service marks, together with all goodwill associated with each of the foregoing.
“Transaction Documents” means this Agreement, the Transition and Operations Support Agreement, the License Agreement - Academic Content, the Transition Services Agreement, the NB Lease and any Closing Instruments.
“Transfer Taxes” has the meaning in Section 6.12(c).
“Transferred Contracts” has the meaning in Section 2.1(d).
Exhibit A - Definitions