Print Page  |  Close Window

Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   74
addition to any other remedy provided for hereunder or existing from time to
time at law or in equity or by statute or otherwise, be entitled to recover
from the breaching party or parties all out-of-pocket legal, accounting and due
diligence expenses actually incurred in connection with this Agreement prior to
the execution hereof.


                      VIII.  SURVIVAL AND INDEMNIFICATION

         8.1. Survival of Representations, Warranties and Covenants.  The
several representations and warranties of the parties contained in this
Agreement (or in any document delivered in connection herewith) will be deemed
to have been made on and as of the date of this Agreement and on and as of the
Closing Date, will survive the Closing Date and will remain operative and in
full force and effect until the date that is 30 months after the Closing Date
(the "Termination Date").  The covenants of the parties contained in this
Agreement (or in any document delivered in connection herewith) will remain
operative and in full force and effect without any time limitation, except to
the extent that any such covenant is limited in duration by the express terms
thereof.  Any right of indemnification pursuant to this Article VIII with
respect to a claimed breach of a representation or warranty will expire at
11:59 p.m. on the Termination Date unless, on or prior to the Termination Date,
a Claim Notice has been given to the party from whom indemnification is sought.
Provided that a Claim Notice is timely so given, the right to indemnification
pursuant to this Article VIII with respect to a claimed breach to which such
Claim Notice relates will not be affected by the occurrence of the Termination
Date.  For purposes of this Agreement, a "Claim Notice" means a written notice
asserting a breach of a representation or warranty contained in this Agreement
which reasonably sets forth, in light of the information then known to the
party giving such notice, a description of, and an estimate (if it is then
reasonable to make an estimate) of the amount involved in, such breach,
together with copies of all available documentation with respect thereto.  The
representations, warranties and covenants of Purchasers contained in this
Agreement (or in any document delivered in connection herewith), will not be
diminished or otherwise affected as a result of any investigation or knowledge
of Seller.  The representations, warranties and covenants of Seller contained
in this Agreement (or in any document delivered in connection herewith) will
not be diminished or otherwise affected as a result of any investigation or
knowledge of Purchasers.

         8.2. Indemnification by Purchasers.  Purchasers will, jointly and
severally, indemnify, defend and hold Seller, its Affiliates, and their
respective directors, officers, representatives, employees and agents harmless
from and against any Liabilities resulting or arising from, relating to or





                                      -65-