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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>   76
this Article VIII, except to the extent, if any, that such failure materially
prejudices the ability of the indemnifying party to defend such Third Party
Claim.

                 (b)  Without prejudice to the rights of the indemnified party
prior thereto, the indemnifying party will have the right to control the
defense, compromise or settlement of the Third Party Claim with its own counsel
(reasonably satisfactory to the indemnified party) if the indemnifying party
delivers written notice to the indemnified party within 30 calendar days
following the indemnifying party's receipt of notice of the Third Party Claim
from the indemnified party setting forth its undertaking to defend such Third
Party Claim in accordance with this Article VIII; provided, however, that the
indemnifying party will not enter into any settlement of any Third Party Claim
which would impose or create any obligation or any financial or other liability
on the part of the indemnified party if such liability or obligation (i)
requires more than the payment of a liquidated sum or (ii) is not covered by
the indemnification provided to the indemnified party hereunder.  In its
defense, compromise or settlement of any Third Party Claim, the indemnifying
party will timely provide the indemnified party with such information with
respect to such defense, compromise or settlement as the indemnified party may
reasonably request, and will not assume any position or take any action that
would impose an obligation of any kind on, or restrict the actions of, the
indemnified party.  The indemnified party will be entitled (at the indemnified
party's expense) to participate in the defense by the indemnifying party of any
Third Party Claim with its own counsel.

                 (c)  In the event that the indemnifying party does not
undertake the defense, compromise or settlement of a Third Party Claim in
accordance with subsection (b) of this Section 8.4,  the indemnified party will
have the right to control the defense or settlement of such Third Party Claim
with counsel of its choosing; provided, however, that the indemnified party
will not settle or compromise any Third Party Claim without the indemnifying
party's prior written consent, unless (i) the terms of such settlement or
compromise release the indemnified party or the indemnifying party from any and
all liability with respect to the Third Party Claim or (ii) the indemnifying
party will not have acknowledged its obligations to indemnify the indemnified
party with respect to such Third Party Claim in accordance with this Article
VIII.  The indemnifying party will be entitled (at the indemnifying party's
expense) to participate in the defense of any Third Party Claim with its own
counsel.

                 (d)  Any indemnifiable claim hereunder that is not a Third
Party Claim will be asserted by the indemnified party by promptly delivering
notice thereof to the indemnifying party.  If the indemnifying party does not
respond to such notice within 60





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