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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>   39
HT Joint Venture accurately reflect the transactions of Blue Ridge and the HT
Joint Venture, respectively.

         5.1.5.  Conduct of the Businesses.  Except to the extent specified on
Schedule 5.1.5 or on any other Schedule, since September 30, 1992 (a) the
Businesses have been conducted only in the Ordinary Course in all Material
Respects and (b) there has not occurred any Material Adverse Change.

         5.1.6.  Compliance With Laws.  None of (a) Seller, in connection with
the conduct of the Businesses, (b) Blue Ridge or the HT Joint Venture, in
connection with the conduct of their respective business activities, or (c) the
use, condition or any other aspect of any Purchased Asset, Blue Ridge Asset or
HT Joint Venture Asset is or has been in violation in any material respect of
any applicable Law; provided, however, that Seller makes no representation or
warranty as to any Environmental Requirements except as set forth in Section
5.1.16.

         5.1.7.  Real Property.  (a) Attached as Schedule 5.1.7(a) is a true
and complete listing of all of the real property owned or used by Seller in
connection with the conduct of the Businesses or owned or used by Blue Ridge or
the HT Joint Venture, respectively, in connection with the conduct of the
business activities of Blue Ridge and the HT Joint Venture, with the real
property owned by Seller and used in connection with the conduct of the Houston
Business being listed or described thereon under the caption "Houston Owned
Real Property," the real property owned by Seller and used in connection with
the conduct of the San Antonio Business being listed or described thereon under
the caption "San Antonio Owned Real Property," the real property owned by Blue
Ridge being listed or described thereon under the caption "Blue Ridge Owned
Real Property," the real property owned by the HT Joint Venture being listed
thereon under the caption "HT Joint Venture Owned Real Property," all other
real property used by Seller in connection with the conduct of the Houston
Business being listed or described thereon under the caption "Houston Leased
Real Property," all other real property used by Seller in connection with the
conduct of the San Antonio Business being listed or described thereon under the
caption "San Antonio Leased Real Property," all other real property used by
Blue Ridge in connection with the conduct of its business activities being
listed thereon under the caption "Blue Ridge Leased Real Property" and all
other real property used by the HT Joint Venture in connection with the conduct
of its business activities being listed thereon under the caption "HT Joint
Venture Leased Real Property."

                 (b)      Seller has good, marketable and (except to the extent
specified on any Schedule) exclusive title to, and the valid and enforceable
power and unqualified right to use and Transfer to the Houston Purchaser the
Houston Owned Real Property





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