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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>   83
         9.7. Accounts Receivable and Accounts Payable.  (a) Notwithstanding
anything to the contrary contained in this Agreement, Purchasers will, from and
after the Closing Date and until the later of (i) such time as all of the
accounts payable incurred in connection with the conduct of the Businesses on
or prior to the Closing Date (the "Pre-Closing Payables") shall have been paid
and (ii) six months after the Closing Date (the "Collection Period"), use their
reasonable efforts to collect for Seller's account the accounts receivable of
Seller included in the Excluded Assets (the "Pre-Closing Receivables") and
apply the proceeds of such collections (the "Proceeds") in the manner set forth
in this Section 9.7.  Without limiting the generality or effect of the
immediately preceding sentence or any other provision of this Agreement, Seller
will maintain from the date hereof through the Closing Date all so-called
"lock-box" or similar arrangements with financial institutions in respect of
such collections, and Seller and Purchasers will enter into appropriate
arrangements with such financial institutions to continue such lock-box or
similar arrangements in effect for the benefit of Purchasers from and after the
Closing.

         (b)     All amounts received by Purchasers from obligors under the
Pre-Closing Receivables (including any such obligors that are also indebted to
Purchasers) will be applied by Purchasers in accordance with the obligors'
instructions; provided, however, that if such instructions are not obtained,
such amounts will be applied first to the oldest outstanding invoice in respect
of which such obligor is indebted to any of Seller or either Purchaser.  Any
amounts received by Seller from obligors under the Pre- Closing Receivables
(including any such obligors that are also indebted to Purchasers) will be
applied by Seller in accordance with the obligor's instructions; provided,
however, that if such instructions are not obtained, such amounts will be
applied first to the oldest outstanding invoice in respect of which such
obligor is indebted to any of Seller or either Purchaser.  Any amounts received
by Seller in respect of trade accounts receivable of Purchasers from persons or
entities that are not obligors under the Pre-Closing Receivables will promptly
be remitted by Seller to Purchasers.

         (c)     During the Collection Period, prior to the 15th day of each
calendar month, Purchasers will provide to Seller copies of all invoices in
respect of Pre-Closing Payables received by Purchasers during the immediately
preceding calendar month.  Except to the extent that Seller objects in good
faith to the payment of any amount reflected in any such invoice with 10
calendar days of the delivery of the same to Seller by Purchasers, Purchasers
are hereby authorized to, and will, pay for Seller's benefit out of the
Proceeds all amounts reflected in all such invoices which are Pre-Closing
Payables; provided, however, if there are not sufficient Proceeds to make such
payments, Purchasers may (and, during the period of the first 15





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