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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>   32
Contracts referred to in Section 2.2.1, but only if and to the extent that
Seller provides to such Purchaser the benefits thereof pursuant to Section
2.2.3; provided, however, that Seller will indemnify, defend and hold
Purchasers, their Affiliates, and their respective directors, officers,
representatives, employees and agents harmless from and against any and all
Liabilities arising from or relating to any claim asserted by a third party in
respect of any failure to obtain any consent, approval or waiver alleged to be
required in connection with any of the actions required to be taken by Seller
pursuant to this Section 2.2.


                              III.  PURCHASE PRICE

         3.1. Purchase Price.  In addition to the assumption by the Houston
Purchaser of the Assumed Houston Liabilities and the assumption by the San
Antonio Purchaser of the Assumed San Antonio Liabilities, Purchasers jointly
and severally will be obligated to, and will, pay to Seller upon the Transfer
of the Purchased Assets to Purchasers at the Closing a purchase price in the
amount of $253,000,000, subject to possible adjustment as provided in the last
paragraph of Section 6.6 (as adjusted, if applicable, the "Purchase Price").
The Purchase Price will be payable by wire transfer of immediately available
funds to such bank account or accounts as Seller designates in writing to
Purchasers at least two business days prior to the Closing.

         3.2. Allocation of Purchase Price.  For the purpose of determining the
allocation of the Purchase Price among the Purchased Assets, Purchasers, at
Purchasers' expense, will promptly cause an appraisal of the Purchased Assets
(the "Appraisal") to be conducted by Harrison, Bond & Pecaro or another
qualified independent appraiser reasonably acceptable to Seller.  Purchasers
will submit the Appraisal, together with Purchasers' proposed allocation of the
Purchase Price among the Purchased Assets (which allocation will comply with
the applicable requirements of Section 1060 of the Code and the regulations
promulgated thereunder and will not allocate any portion of the Purchase Price
to the covenants of Seller contained in Section 9.6), to Seller for Seller's
approval (which approval will not be unreasonably withheld) on or before
February 28, 1994.  Purchasers and Seller will use their best efforts to agree,
within 10 calendar days after the receipt by Seller of the Purchasers' proposed
initial allocation, on the final allocation.  Such final allocation, as
approved by Seller, is hereinafter referred to as the "Allocation."  Purchasers
and Seller will report the purchase and sale of the Purchased Assets for tax
reporting purposes in a manner consistent with the Allocation, subject to any
adjustment required under Section 6.6, and will comply with the applicable
information reporting requirements of Section 1060 of the Code and the
regulations





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