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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>   59
                           (ii)   Any pending or threatened action, suit or
                 proceeding challenging this Agreement or any of the
                 transactions contemplated hereby;

                          (iii)   Any notice or other communication from any
                 third party alleging that the consent of such third party
                 (other than a consent the necessity of which is disclosed on
                 any Schedule) is or may be required in connection with the
                 transactions contemplated by this Agreement;

                           (iv)   Any other development that would prevent or
                 raise a substantial doubt regarding the satisfaction of any
                 condition set forth in Section 7.1 or Section 7.2, if Seller
                 is the notifying party, or Section 7.1 or Section 7.3 if
                 either of the Purchasers is the notifying party; and

                            (v)   Any notice or other communication from the
                 FCC or any other Governmental Entity regarding the
                 transactions contemplated by this Agreement.

         6.6. Operation of the Businesses.  Except as otherwise specifically
required or permitted by another provision of this Agreement or approved by
Purchasers in writing, during the period from the date hereof through the
Closing Date, Seller will (a) conduct the Businesses, operate the Purchased
Assets and perform the Contracts diligently, in a careful and prudent manner
and in the Ordinary Course, (b) otherwise use its best efforts to preserve,
protect and promote the Purchased Assets and the Businesses, and (c) use its
best efforts to cause Blue Ridge and the HT Joint Venture to conduct their
respective business activities, operate the Blue Ridge Assets and the HT Joint
Venture Assets and perform the Blue Ridge Contracts and HT Joint Venture
Contracts diligently, in a careful and prudent manner and in the ordinary and
normal course of their respective business activities, consistent with past
practice.  Without limiting the generality or effect of the foregoing and
except as otherwise specifically required or permitted by another provision of
this Agreement or approved by Purchasers in writing, during the period from the
date hereof through the Closing Date, Seller will not, and will use its best
efforts to cause Blue Ridge and the HT Joint Venture not to:

                 (a)      Sale of Purchased Assets.  Except for dispositions in
         the Ordinary Course of any Purchased Asset, Blue Ridge Asset or HT
         Joint Venture Asset having an original cost of less than $5,000 which
         is replaced by Seller, Blue Ridge or the HT Joint Venture, as the case
         may be, in the Ordinary Course, Transfer, license or otherwise dispose
         of, or agree to Transfer, license or otherwise dispose of, any
         Purchased Asset, Blue Ridge Asset or HT Joint Venture Asset;





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