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8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   67
("Remediation"), is estimated by the Engineer to be more than $5.0 million with
respect to the Houston Owned Real Property, the Houston Leased Real Property,
the Blue Ridge Owned Real Property, the Blue Ridge Leased Real Property, the HT
Joint Venture Owned Real Property, and the HT Joint Venture Leased Real
Property (collectively, the "Houston Real Property"), and whether the cost of
Remediation is estimated by the Engineer to be more than $5.0 million with
respect to the San Antonio Owned Real Property and the San Antonio Leased Real
Property (collectively, the "San Antonio Real Property").  In the event that
the Study or any Follow On Study estimates the costs of Remediation to be in
excess of the amounts specified above or states that the Engineer cannot
reasonably estimate whether such costs will be in excess of such amounts, then
either Seller or Purchasers may terminate this Agreement upon written notice to
the other(s) within 30 calendar days following the receipt by such party of the
Engineer's statement to that effect (but not later than the Closing Date).
However, if Seller elects to terminate this Agreement as provided in the
immediately preceding sentence, Purchasers will be entitled to nullify Seller's
election to terminate this Agreement by giving written notice (a "Continuation
Notice") to Seller, within 10 business days after the date of Seller's notice
to Purchasers terminating this Agreement, that Purchasers elect to proceed to
the Closing hereunder, subject to the satisfaction or waiver of the conditions
set forth in Sections 7.1 and 7.2 insofar as they relate to matters other than
the Discovered Environmental Problems.

                 (c)  Unless this Agreement is terminated in accordance with
Section 6.10(b), Seller will pay, and indemnify, defend and hold Purchasers,
their Affiliates and their respective directors, officers, representatives,
employees and agents harmless from and against, any and all costs of
Remediation of the Discovered Environmental Problems, up to a maximum amount of
$5.0 million with respect to the Houston Real Property and $5.0 million with
respect to the San Antonio Real Property (except as otherwise provided in
Section 6.10(d)), together, in each case, with (i) any fines or penalties
imposed by any Governmental Entity for violation of applicable Environmental
Requirements (except to the extent that such fines or penalties result from a
change, after the Closing, in the applicable Environmental Requirements), and
(ii) any Liabilities to third parties for personal injury arising out of any
Discovered Environmental Problems and occurring prior to Closing, or occurring
subsequent to Closing to the extent that such injury results from the failure
to effect Remediation (in each case provided, however, that Seller shall not be
responsible for any fines, penalties or Liabilities to third parties for
personal injury arising out of any unreasonable delay on the part of Purchasers
in completing Remediation for which they are responsible under Section
6.10(e)).  After the Closing, except as provided in Section 6.10(d), Purchasers
will pay, and indemnify,





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