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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>   77
days after its receipt, it will have no further right to contest the validity
of such claim.

         8.5. Basket.  Notwithstanding any other provision hereof, no
indemnified party will be entitled to assert a claim for indemnification
against an indemnifying party under any of Sections 8.2(a), 8.2(b) (insofar as
Section 8.2(b) relates to covenants that are to be performed or observed only
prior to the Closing), 8.3(b) or 8.3(c) (insofar as Section 8.3(c) relates to
covenants that are to be performed or observed only prior to the Closing)
unless and until the aggregate amount of the claims that such indemnified party
would otherwise be entitled to assert under Sections 8.2(a) and 8.2(b) (insofar
as Section 8.2(b) relates to covenants that are to be performed or observed
only prior to the Closing) or Sections 8.3(b) and 8.3(c) (insofar as Section
8.3(c) relates to covenants that are to be performed or observed only prior to
the Closing), whichever are applicable, exceeds $200,000 (provided, however,
that the amounts of claims of both Purchasers will be aggregated for purposes
of this Section 8.5), and then to the full extent of the aggregate amount of
such claims.

         8.6. Real Property Claims.  With respect to any breach by Seller of
any representation, warranty, or covenant contained herein that relates to a
matter in respect of which Purchasers would be entitled to assert a claim under
any of the Title Policies, Purchasers will not be entitled to assert any claim
against Seller for indemnification hereunder (other than to give a Claim Notice
with respect thereto) with respect to such breach or to pursue any other legal
action against Seller with respect to such breach, unless and until (i)
Purchasers shall have used reasonable efforts to pursue any remedies available
to them under the Title Policies with respect to such matter and (ii) such
efforts shall have not resulted in complete indemnification of Purchasers for
the applicable Liabilities within 12 months from the date of delivery of the
applicable Claim Notice to Seller.  In the event such efforts have not resulted
in complete indemnification of Purchasers within such 12-month period, and
Purchasers assert a claim against Seller for indemnification under this Article
VIII, Purchasers will assign to Seller all of their rights under the Title
Policies with respect to such matter, to the extent permitted by such Title
Policy, and will reasonably cooperate with Seller in pursuing any claim under
such Title Policy.  For purposes of Section 8.5, the amount of any claim
asserted by Purchasers against Seller with respect to such breach will be
reduced by an amount equal to any amount that is actually recovered by
Purchasers pursuant to the Title Policies.





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