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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>   65
         the San Antonio Purchaser, and (iii) use all reasonable efforts to
         secure on or prior to the Closing Date all necessary consents to the
         assignment of the ABC Network Affiliation Agreement to the San Antonio
         Purchaser;

                 (i)      Cable Retransmission Agreements.  Use all reasonable
         efforts to (i) maintain in full force and effect without amendment or
         modification each Contract that existed on or after October 6, 1993,
         relating to the retransmission over any cable television system
         (including any wireless cable television system) of the programming or
         broadcasting of either of the TV Stations and, if any notice of
         cancellation of any such Contract is given to or received by Seller at
         or prior to the Closing Date or if any such Contract shall have
         terminated at or prior to the Closing Date, use all reasonable efforts
         to enter into a replacement cable retransmission agreement with the
         other party thereto as promptly as practicable prior to the Closing
         Date on terms no less favorable to the TV Stations than the cancelled
         or terminated cable retransmission agreement that it replaces (such
         existing or, if applicable, replacement cable retransmission
         agreements being referred to herein as the "Cable Retransmission
         Agreements") and (ii) secure on or prior to the Closing Date all
         necessary consents to the assignment of the Cable Retransmission
         Agreements relating to the Houston Business to the Houston Purchaser
         and the assignment on the Cable Retransmission Agreements relating to
         the San Antonio Business to the San Antonio Purchaser; and

                 (j)      Offers to Purchase.  Promptly, and in any event
         within two business days after Seller's receipt thereof, advise
         Purchasers of any oral or written offer received by it for the
         acquisition of all or any substantial part of either of the
         Businesses, the Purchased Assets, the Blue Ridge Assets, the HT Joint
         Venture Assets or any equity interest in Seller, Blue Ridge or the HT
         Joint Venture, by any person or entity other than Purchasers.

         6.8. Satisfaction of Conditions.  Without limiting the generality or
effect of any provision of Article VII, prior to the Closing, the Seller and
Purchasers each will use its best efforts with due diligence and in good faith
to satisfy promptly all conditions required hereby to be satisfied by such
party in order to expedite the consummation of the transactions contemplated
hereby by the date specified in Section 7.4, without extension pursuant to
Section 7.4(b).  Without limiting the generality or effect of the foregoing,
Seller and Purchasers each will use its best efforts to cause its
representations and warranties contained in this Agreement to be true and
correct at and as of the Closing Date.





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