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Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
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obligations incurred by Seller or any Affiliate of Seller under this Agreement
or in connection with the execution and delivery of this Agreement or the
performance by Seller of its obligations hereunder;

         4.2.7.  Taxes.  Except as specifically provided in Section 4.1 or
Section 10.2, all liabilities and obligations for any Taxes due or becoming due
by reason of (a) the conduct of the Businesses on or prior to the Closing Date
or (b) the ownership, possession, use, operation, purchase, acquisition, 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 on or prior to the Closing Date), including (i)
Taxes attributable to the sale of advertising and other services and (ii)
employee withholding tax obligations; and

         4.2.8.  Liabilities Relating to Other Businesses.  Except as
specifically provided in Section 4.1, all liabilities and obligations based on
incidents, events, circumstances or conditions occurring or existing in
connection with, or arising out of, resulting from or otherwise relating to the
conduct at any time of any business other than the Businesses or the ownership,
possession, use, operation or sale or other disposition at any time of any
rights, properties or assets other than the Purchased Assets.

         4.3. Environmental Liabilities.  Purchasers will not assume any
liabilities or obligations of Seller or any of its Affiliates or any of their
respective predecessors-in-interest arising out of, resulting from or relating
to Hazardous Materials, Environmental Requirements or Environmental Damages;
provided, however, that such liabilities and obligations will not constitute
Retained Liabilities.


                       V.  REPRESENTATIONS AND WARRANTIES

         5.1. Representations and Warranties of Seller.  Seller represents and
warrants to Purchasers at and as of the date hereof and again at and as of the
Closing Date as follows:

         5.1.1.  Corporate Matters.  (a) Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power and authority to own, lease or
otherwise hold the Purchased Assets and to conduct the Businesses as presently
conducted by it.  Seller is duly qualified to conduct business as a foreign
corporation in the State of Texas and in each other jurisdiction in which its
ownership or lease of the Purchased Assets or its conduct of the Businesses
requires such qualification under applicable law.  Seller owns all of the
Purchased Assets.  Except





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