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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
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in the day-to-day operations of (including without limitation the solicitation
of customers for) or invest in, own, lend to or otherwise financially assist
any broadcast television station business licensed to, or any cable television
business conducted in, Harris County, Texas, or Bexar County, Texas; provided,
however, that the foregoing restriction will not prevent the passive ownership
by any of the foregoing of not more than 2.5% of any class of securities of any
publicly held company engaged in such businesses.

                 (b)      At all times following the Closing, Seller and its
Affiliates will keep confidential all proprietary and other business
information and trade secrets relating to the Businesses, including names or
lists of advertisers and customers, and will not use or permit any other person
or entity to use such information or trade secrets in any business that
competes with either the Houston Business or the San Antonio Business or the
business activities of Blue Ridge or the HT Joint Venture or in any other
manner detrimental to Purchasers or their respective Affiliates.

                 (c)      During the Noncompete Term, neither Seller nor its
Affiliates shall directly or indirectly induce or attempt to induce any
employee of either Purchaser or of Blue Ridge or the HT Joint Venture or any
employee of Seller hired by either Purchaser to leave the employment of such
Purchaser or Blue Ridge or the HT Joint Venture, as the case may be, or to
accept any other employment or position unless (in each case prior to such
inducement or attempted inducement) such employee has been terminated as an
employee of such Purchaser or Blue Ridge or the HT Joint Venture, as the case
may be.

                 (d)      Seller acknowledges and agrees that any breach of the
covenants set forth in paragraph (a), (b), or (c) of this Section 9.6 will
result in irreparable damage to Purchasers for which Purchasers will have not
adequate remedy at law and, accordingly, that Purchasers will be entitled to an
injunction restraining Seller or any of its Affiliates from such breach;
provided, however, that resort to such injunctive relief will not be exclusive
of any other remedy at law, in equity or otherwise, and will not preclude the
recovery by Purchasers of monetary damages or other relief in addition thereto.
In the event that paragraphs (a), (b) or (c) of this Section 9.6 shall be
determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too long a period of time or too large a geographic area
or by reason of being too extensive in any other respect or for any other
reason, such paragraphs will be interpreted to extend only for the maximum
period of time and/or geographic area as to which it may be enforceable and/or
to the maximum extent in all other respects as to which it may be enforceable,
all as determined by each court.