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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   87
the other in order to effect an orderly Transfer of the Purchased Assets and
the Businesses with a minimum of disruption to the operations of the

         10.9. Passage of Title and Risk of Loss.  Legal title, equitable title
and risk of loss with respect to the Purchased Assets will not pass to
Purchasers until such Purchased Assets are transferred at the Closing, which
transfer, once it has occurred, will be deemed effective for tax, accounting
and other computational purposes as of 11:59 P.M. (Eastern Time) on the Closing

         10.10.  Further Assurances.  From time to time, as and when requested
by any party hereto, the other parties will execute and deliver, or cause to be
executed and delivered, all such documents and instruments as may be reasonably
necessary to consummate the transactions contemplated by this Agreement and to
fully effectuate the purposes and intent hereof.

         10.11.  Applicable Law; Jurisdiction.  This Agreement and the legal
relations among the parties hereto will be governed by and construed in
accordance with the substantive laws of the State of Texas, without giving
effect to the principles of conflict of laws thereof.

         10.12.  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other terms and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party hereto.  Upon any such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto will negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated by this
Agreement are consummated to the extent possible.

         10.13.  Remedies.  Except as set forth in this Section 10.13, no
remedy conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy and each remedy will be cumulative
and will be in addition to every other remedy provided for hereunder or
existing from time to time at law or in equity or by statute or otherwise.  The
election of any one or more remedies will not constitute a waiver of the right
to pursue other available remedies.  Notwithstanding anything to the contrary
herein contained, from and after the  Closing Date, the remedies provided for
in Section 6.10 (together with the remedies provided for in Article VIII in
respect of a breach of a covenant contained in Section 6.10) will constitute
the exclusive remedies with respect to any Discovered