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Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
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incurred in connection with:  (a) any breach of any representation or warranty
of Purchasers contained herein or in any other document delivered by Purchasers
in connection herewith, (b) any breach of any covenant of either Purchaser
contained herein or in any other document delivered by such Purchaser in
connection herewith, including without limitation the covenants of such
Purchaser contained in Section 4.1, or (c) the conduct of the Businesses or the
ownership of the Purchased Assets at any time following the Closing Date,
except for and to the extent of the Retained Liabilities or any other Liability
from and against which Seller is obligated to indemnify Purchasers pursuant to
any provision of this Agreement.

         8.3. Indemnification by Seller.  Seller will indemnify, defend and
hold Purchasers, their Affiliates, and their respective directors, officers,
representatives, employees and agents harmless from and against any and all
Liabilities resulting or arising from, relating to or incurred in connection
with:  (a) any failure of Seller to pay, perform and discharge any of the
Retained Liabilities, (b) any breach of any representation, warranty of Seller
contained herein or in any other document delivered by Seller in connection
herewith, (c) any breach of any covenant of Seller contained herein or in any
other document delivered by Seller in connection herewith, or (d) the conduct
of the Businesses or the ownership or use of the Purchased Assets or the HT
Joint Venture Assets at any time on or prior to the Closing Date, except for
and to the extent of the Assumed Liabilities (other than any liabilities and
obligations under Assumed Contracts to indemnify third parties in respect of
any such matters); provided, however, that clause (d) of this Section 8.3 will
not provide a basis for the assertion of any claim for indemnification by
Seller in respect of Liabilities resulting or arising from, relating to or
incurred in connection with (x) any Hazardous Materials upon, about or beneath
the Real Property or migrating or threatening to migrate to or from the Real
Property, (y) any violation of Environmental Requirements pertaining to the
Real Property, or (z) any Environmental Damages pertaining to the Real
Property.

         8.4. Notice of Claim; Right to Participate in and Defend Third Party
Claim.  (a)  If any indemnified party receives notice of the assertion of any
claim, the commencement of any suit, action or proceeding, or the imposition of
any penalty or assessment by a third party in respect of which indemnity may be
sought hereunder (a "Third Party Claim"), and the indemnified party intends to
seek indemnity hereunder, then the indemnified party will promptly provide the
indemnifying party with written notice of the Third Party Claim, but in any
event not later than 30 calendar days after receipt of such notice of Third
Party Claim.  The failure by an indemnified party to notify an indemnifying
party of a Third Party Claim will not relieve the indemnifying party of any
indemnification responsibility under





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