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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   58
                 (d)      Each of the parties will supply the others with
copies of all correspondence, filings or communications (or memoranda setting
forth the substance thereof) between such party or its respective
representatives, on the one hand, and the FTC, the DOJ, the FCC or any other
Governmental Entity or members of their respective staffs, on the other hand,
with respect to this Agreement or the transactions contemplated hereby.  In
addition, each of the parties will notify the others in the event they become
aware of any other facts, actions, communications, or occurrences that might
directly or indirectly affect the parties' intent or ability promptly to effect
or obtain the filings, authorizations, consents, orders and approvals
contemplated by this Section 6.3.

         6.4. Injunctions.  Without limiting the generality or effect of any
provision of Section 6.3 or Article VII, if any federal, state or foreign court
having jurisdiction over any party issues or otherwise promulgates any
injunction, decree or similar order prior to the Closing which prohibits the
consummation of the transactions contemplated hereby, the parties will use
their respective reasonable efforts to have such injunction dissolved or
otherwise eliminated as promptly as possible.

         6.5.    Limitations on Certain Obligations; Notices.  (a)
Notwithstanding anything to the contrary contained in this Agreement, neither
Seller nor Purchasers will have any obligation to take or refrain from taking
any action, or to accept any condition, that, in any such case, would be unduly
burdensome or materially adverse to Seller or either of the Purchasers or any
of their respective Affiliates in connection with the respective efforts of
Seller and Purchasers to obtain any authorization, consent, order or approval
of any Governmental Entity contemplated by Section 6.3 or to have any
injunction contemplated by Section 6.4 dissolved or eliminated.

                 (b)      From the date hereof through the Closing Date, Seller
will notify Purchasers, and Purchasers will notify Seller, promptly (and in any
event within two business days of obtaining knowledge thereof) of any of the

                            (i)   Any material breach of any representation,
                 warranty or covenant of the notifying party contained in this
                 Agreement, whether or not any requirement for notice or lapse
                 of time or other condition precedent has been satisfied, which
                 is then continuing, together with a certificate of the
                 notifying party specifying the details thereof and the action
                 that the notifying party has taken or proposes to take with
                 respect thereto;