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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>   37
creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the discretion
of the court before which any proceeding seeking the same may be brought.

         5.1.3.  No Restrictions Against Sale of the Purchased Assets.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required to be obtained or made by or
with respect to Seller, Blue Ridge, the HT Joint Venture or any of the
Purchased Assets, Blue Ridge Assets or HT Joint Venture Assets under any
applicable Law in connection with the execution and delivery of this Agreement
by Seller or the performance by Seller of the transactions contemplated hereby
to be performed by it, except (a) for the filing of the notification and report
form by Seller under the HSR Act and the expiration or termination of the
applicable waiting period thereunder, (b) for the filing by Seller of an
application requesting, and the receipt of, the consent of the FCC (either
directly or pursuant to delegated authority) to the assignment of the KPRC-TV
License from Seller to the Houston Purchaser and the assignment of the KSAT-TV
License from Seller to the San Antonio Purchaser, and (c) as set forth on
Schedule 5.1.3.  Except to the extent specified on Schedule 5.1.3, assuming
that, as of the Closing Date, the filings referred to in the preceding sentence
shall have been made, the waiting period referred to therein shall have expired
or been terminated and the consents referred to therein shall have been
obtained and shall remain in full force and effect, the execution and delivery
of this Agreement by Seller does not, and the performance by Seller of the
transactions contemplated hereby to be performed by it will not, conflict with,
or result in any violation of, or constitute a default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, (a) the Certificate of Incorporation or By-laws of Seller, (b) the
Articles of Incorporation or By-Laws of Blue Ridge, (c) the HT Joint Venture
Agreement, (d) any Law to which Seller, Blue Ridge, the HT Joint Venture or any
of the Purchased Assets, the Blue Ridge Assets or the HT Joint Venture Assets
is subject, (e) any contract or agreement by which Seller, Blue Ridge or the HT
Joint Venture is bound or to which any of their respective properties or assets
is subject (other than any Contract that is not an Assumed Contract and to
which none of the Purchased Assets is subject), (f) the TV Licenses, (g) any of
the Other Licenses, or (h) any other Purchased Assets.  Seller has no
obligation to any person or entity other than Purchasers and their
representatives to consummate, or to enter into any agreement, negotiations or
discussions regarding, any merger, sale of securities, sale of substantial
assets, investment proposal or similar transaction involving in any way either
of the Businesses, any of the Purchased Assets or the sale of capital stock or
other securities





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