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Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   30
         1.1.134.  Undertaking.  "Undertaking" means the undertaking of William
P. Hobby and Jessica Hobby Catto in substantially the form of Exhibit A, duly
executed by each such stockholder of Seller.

         1.1.135.  Utilities.  "Utilities" means all utilities, including the
following:  water distribution and service facilities; sanitary sewers and
associated installations; storm sewers; storm retention ponds and other
drainage facilities; electrical distribution and service facilities; telephone,
cable television and similar communication facilities; heating, ventilating,
cooling and air conditioning systems and facilities; natural gas distribution
and service facilities; fire protection facilities; garbage compaction and
collection facilities; and all other utility lines, conduit, pipes, ducts,
shafts, equipment, apparatus and facilities.

         1.2. Certain Interpretive Matters.  (a) Unless the context otherwise
requires, (i) all references in this Agreement to Sections, Articles, Schedules
or Exhibits are to Sections, Articles, Schedules or Exhibits of or to this
Agreement, (ii) each term defined in this Agreement has the meaning ascribed to
it, (iii) each accounting term not otherwise defined in this Agreement has the
meaning assigned to it in accordance with GAAP, (iv) "or" is disjunctive but
not exclusive, (v) words in the singular include the plural and vice versa,
(vi) the phrase "liabilities and obligations" means all liabilities and
obligations of any nature, whether fixed or contingent, known or unknown, or
arising under contract, law, equity, or otherwise, and (vii) the word
"including" and similar terms following any statement will not be construed to
limit the statement to the matters listed after such word or term, whether a
phrase of nonlimitation such as "without limitation" is used.  All references
to "$" or dollar amounts will be to lawful currency of the United States of
America.

                 (b)  Titles and headings to Sections herein are inserted for
convenience of reference only, and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.  No provision of this
Agreement will be interpreted in favor of, or against, any of the parties
hereto by reason of the extent to which any such party or its counsel
participated in the drafting thereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof or thereof.


                              II.  THE ACQUISITION

         2.1. Purchase and Sale of Purchased Assets.  On the terms and subject
to the conditions hereof, at the Closing, (a) Seller will Transfer to the
Houston Purchaser, and the Houston Purchaser





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