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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
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                 (a)      Purchased Assets.  Use all reasonable efforts to
         maintain in all material respects the Tangible Personal Property in
         the condition specified in Section 5.1.8, the Real Property in the
         condition specified in Section 5.1.7, the Intellectual Property Rights
         in the condition set forth in Section 5.1.10 and the Contracts in the
         condition set forth in Section 5.1.9;

                 (b)      Organization, etc.  Use all reasonable efforts to (i)
         maintain in all material respects the present operations of the TV
         Stations, (ii) preserve in all material respects the value of the TV
         Stations as going concerns, (iii) preserve intact in all material
         respects the business organizations of the TV Stations, and (iv)
         preserve in all material respects for each of the TV Stations the
         existing relationships with Employees, suppliers, customers and their
         agencies and others having business with the TV Stations;

                 (c)      Insurance.  Maintain in effect until the Closing
         property damage, liability and other insurance with respect to the
         Businesses, the business activities of Blue Ridge and the HT Joint
         Venture, the Purchased Assets, the Blue Ridge Assets and the HT Joint
         Venture Assets in amounts equal to or greater than the amounts
         maintained with respect thereto as of the date hereof;

                 (d)      Financial Statements.  Deliver to Purchasers within
         10 business days after the end of each month (other than the month of
         December 1993, as to which 20 business days after month-end will be
         allowed for such delivery), commencing with the month ending December
         31, 1993:  (a) unaudited statements of earnings of the Businesses for
         such month and for the period of its fiscal year ended at the end of
         such period; and (b) an unaudited balance sheet of the Businesses as
         of the end of such month.  The financial statements to be delivered by
         Seller pursuant to this Section 6.7(d) will be certified by the Chief
         Financial Officer of Seller, will be prepared from and in accordance
         with the books and records of Seller pertaining to the Businesses,
         will present fairly, in all material respects, the financial position
         and results of operations of the Businesses as of the dates and for
         the periods indicated therein in accordance with GAAP, except for any
         matters noted thereon that were also noted on the Financial
         Statements; provided, however, that such financial statements will not
         be required to contain the notes that would normally be included in
         financial statements prepared in accordance with GAAP, will not
         include cash flow statements and (except for the financial statements
         as of and for the period ending December 31, 1993) will be subject to
         normal year-end adjustments;





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