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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>   73
         7.5. Termination.  This Agreement may be terminated at any time prior
to the Closing:

                 (a)      By the unanimous written consent of Seller and
         Purchasers;

                 (b)      By Seller, upon written notice to Purchasers, or by
         Purchasers, upon written notice to Seller, if the Closing has not
         occurred on or before July 15, 1994;

                 (c)      By Seller, upon written notice to Purchasers, or by
         Purchasers, upon written notice to Seller, if there shall have been
         entered a final, nonappealable order or injunction of any Governmental
         Entity restraining or prohibiting the consummation of the transactions
         contemplated hereby or any material part thereof;

                 (d)      By Seller, upon written notice to Purchasers, upon a
         breach in any Material Respect of any representation, warranty or
         covenant of Purchasers contained in this Agreement, provided that such
         breach is not capable of being cured or has not been cured within 30
         calendar days after the giving of notice thereof by a non-breaching
         party to the breaching party, or by Purchasers, upon written notice to
         Seller, upon a breach in any Material Respect of any representation,
         warranty or covenant of Seller contained in this Agreement provided
         that such breach is not capable of being cured or has not been cured
         within 30 calendar days after the giving of notice thereof by a
         non-breaching party to the breaching party;

                 (e)      By Purchasers, upon written notice to Seller, if
         either of the TV Stations shall cease broadcast transmission for a
         period of ten calendar days (whether or not consecutive); and

                 (f)      By either Seller or Purchasers in accordance with,
         and subject to, the provisions of Section 6.10(b).

                 If this Agreement is terminated as provided herein, each party
hereto will pay all of its own fees and expenses (except to the extent
otherwise provided in Sections 6.1, 6.3 and 10.2) and no party hereto will have
any liability or further obligation to the other party or parties hereto under
this Agreement, except that (i) the provisions of Section 6.1(b) will remain in
full force and effect following any termination hereof and (ii) nothing
contained herein will relieve any party of any liability for any breach prior
to such termination of any representation, warranty or covenant contained in
this Agreement and, without limiting the generality or effect of the preceding
provisions of this clause (ii), in the event of such a pre-termination breach,
the nonbreaching party or parties will, in





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