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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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                 (i)      Items that accrue or are invoiced on a periodic
         basis, such as utility payments, lease payments and receipts and ad
         valorem tax obligations, will be allocated to Seller and Purchasers,
         respectively, on a per diem basis over the relevant pre-Closing and
         post-Closing periods;

                (ii)      Film contract payables that become due and payable on
         or prior to the Closing Date will be allocated to Seller; film
         contract payables that become due and payable after the Closing Date
         will be allocated to Purchasers;

               (iii)      Amounts received or receivable for goods or services
         provided or performed on or prior to the Closing Date will be
         allocated to Seller; amounts received or receivable for goods or
         services provided or performed after the Closing Date will be
         allocated to Purchasers; and

                (iv)      Other items of expense and income, to the extent not
         addressed by the foregoing principles or any other provision of this
         Agreement, will be allocated equitably in order to provide Seller the
         benefits and burdens of operating the TV Stations on or prior to the
         Closing Date and provide Purchasers the benefits and burdens of
         operating the TV Stations after the Closing Date.

         (b)     Deposits or prepayments made by Seller on or prior to the
Closing Date in respect of obligations to be satisfied after the Closing Date
will be allocated to Seller, and deposits or prepayments received by Seller on
or prior to the Closing Date for obligations to be satisfied after the Closing
Date will be allocated to Purchasers.

         (c)     To the extent that the foregoing allocations are not otherwise
effected pursuant to the provisions of Section 9.7, Seller and Purchasers will
cooperate in good faith with each other to determine and give effect to such
allocations as promptly as practicable following the Closing Date.  All
undisputed amounts due to Seller from Purchasers or to Purchasers from Seller,
as the case may be, in accordance with the foregoing allocations which are not
otherwise taken into account in the collection and application of receivables
and payment of payables provided for in Section 9.7 will be paid to the party
entitled thereto promptly upon request.  Seller and Purchasers will use good
faith efforts to resolve any disputes with respect to any such amounts, and to
effect the payment of any such amounts to the party or parties entitled thereto
in accordance with the foregoing allocations, as promptly as practicable.

         9.5. Audited Financial Statements; Closing Date Balance Sheet.  (a)
From and after the date hereof, Seller will provide Purchasers and their
accountants and other representatives reasonable access during normal business
hours to the facilities,





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