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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>   36
for the business activities conducted by or through Blue Ridge, the HT Joint
Venture and the Conus Partnership, at all times since September 30, 1992 Seller
has conducted the Businesses directly and not through any Affiliate of Seller
or through any other corporation, partnership or other entity.

                 (b)      Schedule 5.1.1(b) sets forth the authorized and
issued capital of Seller together with the name of each person or entity who or
which is the record owner of any shares of capital stock of Seller and the
number of shares of each class of capital stock of Seller owned by each such
person or entity.

                 (c)      Blue Ridge is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has the
requisite corporate power and authority to own, lease or otherwise hold the
Blue Ridge Assets and to conduct the business activities presently conducted by
it.  Blue Ridge is duly qualified to conduct business as a foreign corporation
in each jurisdiction in which its ownership or lease of property or assets or
the conduct of its business activities requires such qualification under
applicable law.  Schedule 5.1.1(c) sets forth the authorized and issued capital
of Blue Ridge together with the name of each person or entity who or which is
the record owner of any shares of capital stock of Blue Ridge and the number of
shares of each class of capital stock of Blue Ridge owned by each such person
or entity.  Seller is the sole record and beneficial owner of, and has good,
marketable and (except to the extent specified on any Schedule) exclusive title
to, the Blue Ridge Shares (which constitute 50% of the issued and outstanding
shares of capital stock Blue Ridge), free and clear of any Liens.  The delivery
to the Houston Purchaser at the Closing of the Transfer Documents contemplated
by this Agreement will vest in the Houston Purchaser good, marketable and
(except to the extent specified on any Schedule) exclusive title to the Blue
Ridge Shares free and clear of any Liens other than Permitted Owned Tangible
Personal Property Liens and Liens created by Purchasers.

         5.1.2.  Authorization and Effect of Agreement.  Seller has the
requisite corporate power to execute and deliver this Agreement and to perform
the transactions contemplated hereby to be performed by Seller.  The execution
and delivery by Seller of this Agreement and the performance by Seller of the
transactions contemplated hereby to be performed by Seller have been duly
authorized by all necessary action on the part of Seller, Seller's board of
directors and stockholders and, if applicable, holders of Seller's
indebtedness.  This Agreement has been duly executed and delivered by Seller
and, assuming the due execution and delivery of this Agreement by Purchasers,
constitutes a valid and binding obligation of Seller enforceable against Seller
in accordance with its terms, except that (a) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to





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