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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   31
will purchase and accept from Seller, all of the Houston Purchased Assets and
(b) Seller will Transfer to the San Antonio Purchaser, and the San Antonio
Purchaser will purchase and accept from Seller, all of the San Antonio
Purchased Assets.  Seller will not Transfer to either Purchaser, and neither
Purchaser will acquire from Seller, any of the Excluded Assets, which are
specifically excluded from the Purchased Assets and will remain the property of
Seller.

         2.2. Nonassignable Contracts.

         2.2.1.  Nonassignability.  To the extent that any Contract to be
Transferred pursuant to the terms of Section 2.1 is not capable of being
Transferred without the consent, approval or waiver of a third person or entity
(including a Governmental Entity), or if such Transfer or attempted Transfer
would constitute a breach thereof or a violation of any Law, nothing in this
Agreement will constitute a Transfer or an attempted Transfer thereof prior to
the time at which all consents, waivers and approvals necessary for such
Transfer shall have been obtained.

         2.2.2.  Seller to Use Reasonable Efforts.  Seller will use reasonable
efforts, and Purchasers will reasonably cooperate with Seller in such efforts,
to obtain such consents, approvals and waivers necessary to Transfer to (a) the
Houston Purchaser all of the Contracts referred to in Section 2.2.1 that are
Houston Contracts and (b) the San Antonio Purchaser all of the Contracts
referred to in Section 2.2.1 that are San Antonio Contracts.

         2.2.3.  If Consents or Waivers Cannot Be Obtained.  To the extent that
the consents, approvals and waivers referred to in Section 2.2.1 are not
obtained by Seller, Seller will, during the term of the affected Contract, use
reasonable efforts, at no greater expense to Purchasers than the expense that
would be incurred by Purchasers were such consents, approvals or waivers
obtained, to (a) provide to the Houston Purchaser or the San Antonio Purchaser,
as the case may be, the benefits under any Contract referred to in Section
2.2.1, (b) cooperate in any reasonable and lawful arrangement designed to
provide such benefits to such Purchaser, and (c) enforce, at the written
request of such Purchaser, for the account of such Purchaser, any rights of
Seller under the affected Contract (including the right to elect to terminate
such Contract in accordance with the terms thereof upon the direction of such
Purchaser).  Purchasers will reasonably cooperate with Seller in order to
enable Seller to provide the benefits contemplated by this Section 2.2.3 to
Purchasers.

         2.2.4.  Obligation of Purchasers to Perform.  The Houston Purchaser or
the San Antonio Purchaser, as applicable, will perform the obligations of
Seller arising under the affected





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