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8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   34
         4.2.2.  Trade Payables.  Except as specifically provided in Section
4.1, all liabilities and obligations that constitute trade payables incurred in
connection with the conduct of the Businesses on or prior to the Closing Date,
whether or not reflected in the Closing Date Balance Sheet;

         4.2.3.  Contract Liabilities.  Except as specifically provided in
Section 4.1, all liabilities and obligations arising under or relating to any
Contract;

         4.2.4.  Employee-Related Liabilities.  Except as specifically provided
in Section 4.1, all liabilities and obligations to any persons at any time
employed by Seller or any of its Affiliates or any of their respective
predecessors-in-interest, in the Businesses or otherwise, at any time, or to
any such persons' spouses, children, other dependents or beneficiaries, arising
out of, resulting from or otherwise relating to any such persons' employment by
Seller or any of its Affiliates or any of their respective
predecessors-in-interest or the termination of such employment (including in
connection with the transactions contemplated by this Agreement), or any
incidents, events, conditions or circumstances occurring or existing at any
time during the period or periods of any such person's employment by Seller or
any of its Affiliates or any of their respective predecessors-in-interest,
including all such liabilities and obligations arising (a) under any Employee
Plan, (b) under any employment, employee health and safety, wage and hour,
equal opportunity, discrimination, plant closing or immigration and
naturalization Laws, (c) under any employment, severance or collective
bargaining agreements or arrangements (whether express or implied), or (d) in
connection with any workers' compensation or any other employee health,
accident or disability compensation plans, schemes or arrangements;

         4.2.5.  Other Pre-Closing Liabilities.  Except as specifically
provided in Section 4.1, all liabilities and obligations that arise out of,
result from or relate to incidents, events, circumstances or conditions that
occurred or existed on or prior to the Closing Date in connection with the
conduct of the Businesses or the ownership, possession, use, operation or sale
or other disposition on or prior to the Closing Date of any of the Purchased
Assets (or any other rights, properties or assets used in or associated with
the Businesses at any time), including any and all such liabilities or
obligations arising out of, resulting from or relating to the violation by
Seller of any Laws on or prior to the Closing Date, but excluding liabilities
and obligations arising out of, resulting from or relating to Hazardous
Materials, Environmental Requirements or Environmental Damages (which are the
subject of Section 4.3).

         4.2.6.  Liabilities Relating to this Agreement.  Except as
specifically provided in Section 4.1, all liabilities and





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