Print Page  |  Close Window

Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   33
promulgated thereunder.  If any taxing authority makes or proposes an
allocation with respect to the Purchased Assets that differs materially from
the Allocation, Purchasers and Seller will each have the right, at such party's
election and expense, to contest such taxing authority's determination.  In the
event of such a contest, the other party or parties will cooperate reasonably
with the contesting party or parties and will have the right to file such
protective claims or returns as may be reasonably required to protect its or
their interests.


                         IV.  ASSUMPTION OF LIABILITIES

         4.1. Assumed Liabilities.  On the terms and subject to the conditions
hereof (including Section 2.2.4), as of the Closing, the Houston Purchaser will
assume and thereafter in due course pay, perform and discharge the Assumed
Houston Liabilities, and the San Antonio Purchaser will assume and thereafter
in due course pay, perform and discharge the Assumed San Antonio Liabilities.
Notwithstanding anything to the contrary contained in this Agreement or any
document delivered in connection herewith, Purchasers' respective obligations
in respect of the Assumed Liabilities will be subject to Purchasers' right to
contest in good faith the nature and extent of any liability or obligation;
provided, however, that each Purchaser will indemnify, defend and hold Seller,
its Affiliates, and their respective directors, officers, representatives,
employees and agents harmless from and against any and all Liabilities arising
as a result of or in connection with such Purchaser contesting the nature or
extent of any such liability or obligation, unless such liability or obligation
results from or arises in connection with a breach by Seller of any of its
representations, warranties, covenants or agreements contained in this
Agreement.

         4.2. Retained Liabilities.  Except as specifically provided in Section
4.1, Seller will retain, and Purchasers will not assume, or be responsible or
liable with respect to, any liabilities or obligations of Seller or any of its
Affiliates or any of their respective predecessors-in-interest, whether or not
arising out of or relating to the conduct of the Businesses or associated with
or arising from any of the Purchased Assets or any other rights, properties or
assets used in or associated with the Businesses at any time on or prior to the
Closing Date (collectively the "Retained Liabilities").  Without limiting the
generality or effect of the foregoing, the Retained Liabilities will include
all of the following liabilities and obligations of Seller or any of its
Affiliates or any of their respective predecessors-in-interest:

         4.2.1.  Other Balance Sheet Liabilities.  Except as specifically
provided in Section 4.1, all liabilities and obligations shown on the Closing
Date Balance Sheet;





                                      -24-