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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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personnel and accounting and other records of the Businesses to the extent
reasonably necessary to permit Purchasers and their accountants to prepare, at
the expense of Purchasers, audited financial statements for the Businesses in
accordance with the provisions of SEC Regulation S-X applicable to Current
Reports on Form 8-K, consisting of balance sheets as of December 31, 1992 and
1993 and statements of income and cash flows for the years ended December 31,
1991, 1992 and 1993.  Seller will (i) cooperate with Purchasers and their
accountants and other representatives in connection with the preparation of
such audited financial statements, (ii) provide such management representation
letters in connection therewith as Purchasers' accountants may reasonably
request, and (iii) direct its accountants to cooperate with Purchasers and
their accountants and other representatives in connection with the preparation
of such audited financial statements.

                 (b) As promptly as practicable (and in no event more than 60
calendar days) after the Closing Date, Seller will prepare and deliver to
Purchasers an unaudited balance sheet of the Businesses as of the Closing Date
(the "Closing Date Balance Sheet").  In connection with the preparation of the
Closing Date Balance Sheet, (i) Seller will cause the accounting records of the
Businesses to be closed as of the close of business on the Closing Date and
(ii) the Closing Date Balance Sheet will be prepared in accordance with GAAP
(except for matters noted thereon that were noted on the Financial Statements
and except that the Closing Date Balance Sheet will not contain the notes that
would normally be included in financial statements prepared in accordance with
GAAP) and on a basis consistent with, and using the same accounting policies,
practices and procedures used in preparing, the Balance Sheet.  Purchasers will
(A) provide Seller and its representatives access during normal business hours
to the facilities, personnel and accounting and other records of the Businesses
to the extent reasonably necessary to permit Seller to prepare the Closing Date
Balance Sheet; provided, however, that Seller will conduct any such review in a
manner that does not unreasonably interfere with Purchasers' conduct of the
Businesses after the Closing, and (B) take such actions as may be reasonably
requested by Seller to close, or to assist Seller in closing, as of the Closing
Date, the books and accounting records of the Businesses and otherwise
reasonably cooperate with Seller and its representatives in the preparation of
the Closing Date Balance Sheet.

         9.6. Limitation on Competition.  (a) As a material inducement to
Purchasers' entry into this Agreement, and as further consideration for the
covenants of Purchasers contained herein, during the period beginning on the
Closing Date and ending on the third anniversary thereof (the "Noncompete
Term"), none of Seller, Mrs. Jessica Catto, Mr. William P. Hobby, and Mr. James
E.  Crowther will participate, directly or indirectly,





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