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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>   68
defend and hold Seller, its 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 in excess
of the amounts specified in the immediately preceding sentence.

                 (d)  If Seller has but declines to exercise the right to
terminate this Agreement pursuant to Section 6.10(b), the $5.0 million caps on
Seller's Remediation obligations shall not apply, Seller shall pay all costs of
such Remediation, and Purchasers shall have no liability or obligation with
respect thereto.

                 (e) Remediation shall be conducted by and under the control of
Seller until such time, if any, as the responsibility for the costs thereof has
shifted to Purchasers; provided, however, that Seller shall regularly consult
with and advise Purchasers regarding the status of the Remediation efforts, and
shall conduct such Remediation in a manner reasonably calculated to minimize
interference with the ongoing operations of Purchasers.

         6.11. Repairs.  Prior to the Closing, Seller will, and will use its
best efforts to cause Blue Ridge and the HT Joint Venture, as applicable, to,
repair or replace the items and take the other actions described on Schedule
6.11.  All of such repairs, replacements, additions, modifications and other
actions will be made or taken in a good and workmanlike manner and will be of a
quality that is reasonably acceptable to Purchasers.

         6.12. Possession and Control of Station.  Notwithstanding anything to
the contrary contained in this Agreement, from the date hereof through the
Closing Date, Purchasers will not directly or indirectly control, supervise or
direct, or attempt to control, supervise or direct, the operations of either of
the TV-Stations, and the conduct of such operations, including control and
supervision of programming, will be the sole responsibility of Seller, subject
to the sole and exclusive control of Seller.

         6.13. Maintenance of Cash Balances.  For a period of 30 months
following the Closing Date, and for so long thereafter as Seller has any
continuing obligations under Section 6.10 or 8.3 (but only to the extent and in
the amount of such continuing obligations), Seller will at all times maintain a
net worth and cash or cash equivalent balances each in an amount at least equal
to the sum of (a) $10.0 million (subject to reduction from time to time in
respect of amounts paid by Seller to or on behalf of Purchasers pursuant to
Section 8.3) and (b) Seller's maximum remaining obligations from time to time
under Section 6.10.  Nothing in this Section 6.13 will be deemed to limit any
liability Seller may have under this Agreement or otherwise.  Except to the
extent that this Section 6.13 defines the scope of





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