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8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   17
         1.1.46. Excluded Assets.  "Excluded Assets" means (a) all cash and
equivalent assets (including checks, certificates of deposit, Treasury bills
and other cash-equivalent marketable securities), (b) all accounts receivable
of Seller as of the Closing Date, to the extent that such receivables would be
reflected as "Accounts Receivable" on a balance sheet for the Businesses
prepared in accordance with GAAP, but only to the extent that (i) the products
or services sold by Seller that gave rise to such accounts receivable have been
delivered to and performed as of the Closing Date for the purchasers thereof or
(ii) Purchasers receive credit under the provisions of Section 9.4 in respect
of any such products or services to be so delivered or performed by Purchasers
after the Closing Date, (c) the assets of any Employee Plan, (d) except as may
otherwise be agreed upon by Purchasers and Seller, policies of insurance in
effect currently or on the Closing Date insuring the Purchased Assets or the
Businesses (other than policies of insurance in effect on the Closing Date
insuring only the HT Joint Venture Assets or the business activities of the HT
Joint Venture), (e) prepaid insurance expenses and any entitlements relating to
refunds or deposits relating to the Businesses for which Seller does not
receive credit under Section 9.4, (f) except as otherwise provided in clause
(g) hereto and except to the extent that such claims relate to injury or damage
to the Purchased Assets, the Blue Ridge Assets or the HT Joint Venture Assets
that has not been corrected or restored by Seller, claims made under policies
of insurance or against third parties in respect of events occurring on or
prior to the Closing Date, (g) claims made under policies of insurance or
against third parties to the extent that such claims relate to damages or
losses incurred by Seller, or for which Seller is responsible under this
Agreement, arising out of the existence of any Hazardous Materials upon, about
or beneath the Real Property or threatening to migrate to the Real Property,
any violation of any Environmental Requirements pertaining to the Real Property
or any Environmental Damages pertaining to the Real Property (provided that any
claim related to damages or losses incurred by both Seller and Purchasers shall
be shared by such parties in proportion to their respective damages or losses),
(h) assets used by Seller primarily in connection with the provision of
centralized management services from Seller's corporate headquarters which are
not used in the day-to-day operations of either of the TV Stations, (i) any
claims, rights or interests in and to any refunds of Taxes or fees of any
nature whatsoever paid by Seller in respect of taxable periods ending on or
prior to the Closing Date or with respect to the allocable portion of any
taxable period that includes but does not end on the Closing Date for which
Seller does not receive credit under Section 9.4, (j) the name "H & C
Communications, Inc.", (k) Seller's corporate seal, minute books, charter
documents, income and franchise tax returns, corporate stock record books and
such other books and records as pertain to Seller's organization, existence or
share





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