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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   79
Closing Date or with respect to the allocable portion of any taxable period
that ends following the Closing Date.

                 (b)      Seller will cause to be included in its income Tax
Returns for all periods or portions thereof ending on or before or which
include the Closing Date, tax items relating to the operations of the
Businesses (other than the operations of Blue Ridge) during such periods or
portions thereof determined by an interim closing of the books as of the
Closing Date.  Seller will prepare and file or cause to be prepared and filed
all such Tax Returns with the appropriate Governmental Entities.  Seller will
make all payments shown thereon as owing with respect to such Tax Returns.

                 (c)      Seller and Purchasers will (i) each provide the other
with such assistance as may reasonably be requested by any of them in
connection with the preparation of any Tax Return, audit or other examination
by any taxing authority or judicial or administrative proceedings relating to
liability for Taxes, (ii) each retain and provide the others with any records
or other information that may be relevant to such Tax Return, audit or
examination, proceeding or determination, and (iii) each provide the others
with any final determination of any such audit or examination, proceeding or
determination that affects any amount required to be shown on any Tax Return of
the others for any period.  Without limiting the generality of the foregoing,
Purchasers and Seller will retain until the applicable statutes of limitations
(including any extensions) have expired copies of all records or information
that may be relevant to returns filed by the other party for all tax periods or
portions thereof ending before or including the Closing Date.

         9.3. Insurance.  With respect to any loss, liability or damage
relating to, resulting from or arising out of the Purchased Assets, the Blue
Ridge Assets, the HT Joint Venture Assets or the conduct of the Businesses or
the business activities of Blue Ridge or the HT Joint Venture on or prior to
the Closing Date for which Seller would be entitled to assert, or cause any
other person or entity to assert, a claim for recovery under any policy of
Insurance, at the request of either Purchaser, Seller will use reasonable
efforts to assert, or to assist such Purchaser to assert, one or more claims
(unless such claims constitute an Excluded Asset) under such policy of
Insurance covering such loss, liability or damage if such Purchaser is not
itself entitled to assert such claim but Seller is so entitled.

         9.4. Prorations.  (a) Without limiting the generality or effect of
Sections 4.1 and 4.2, and in order to facilitate the implementation of the
provisions of such Sections and Section 9.7, the following principles of
allocation will be employed: