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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>   57
provided, however, that nothing herein will prohibit any party or its
Affiliates from issuing or causing publication of any such press release or
public announcement to the extent that such party reasonably determines such
action to be required by Law or the rules of any national stock exchange
applicable to it or its Affiliates, in which event the party making such
determination will, if practicable in the circumstances, use reasonable efforts
to allow the other party reasonable time to comment on such release or
announcement in advance of its issuance.

         6.3. Regulatory Approvals.  (a) Seller and Purchasers will use their
respective reasonable efforts to obtain any authorizations, consents, orders
and approvals of any Governmental Entity necessary for the performance of their
respective obligations under this Agreement and the consummation of the
respective transactions to be consummated by each of them hereunder, and will
cooperate fully with each other in all reasonable respects in promptly seeking
to obtain such authorizations, consents, orders and approvals.  Neither Seller
nor either of the Purchasers will take any action that will have the effect of
delaying, impairing or impeding the receipt of any required regulatory
approvals.

                 (b)      Without limiting the generality of the foregoing,
each of the parties (or their respective ultimate parent entities) will
promptly file or cause to be filed with the FTC and DOJ any required
notification and report form together with all required documentary materials,
which substantially comply with the provisions of the HSR Act.  Without
limiting the generality or effect of Section 6.3(a), each of the parties will
use reasonable efforts to obtain early termination of the applicable waiting
period under the HSR Act, and will provide any additional information requested
by the FTC or DOJ promptly after receipt of any request for such additional
information.

                 (c)      Each of the parties have filed or caused to be filed
with the FCC a complete and accurate application requesting the consent of the
FCC to the assignment of the KPRC-TV License from Seller to the Houston
Purchaser and the KSAT-TV License from Seller to the San Antonio Purchaser as
contemplated herein.  Without limiting the generality or effect of Section
6.3(a), each of the parties will provide any additional information requested
by the FCC promptly after receipt of any request for such additional
information.  Seller will be responsible for one-half, and Purchasers will be
responsible for one-half, of (i) the fees payable to the FCC in connection with
the filing and processing of such applications and the granting of the consent
requested therein and (ii) the reasonable fees and expenses of Covington &
Burling, which is acting as counsel to each of the parties in connection with
such applications, incurred in connection therewith.





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