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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   40
and to the San Antonio Purchaser the San Antonio Owned Real Property.  Blue
Ridge has good, marketable and (except to the extent specified on any Schedule)
exclusive title to, and the valid and enforceable power and right to use, the
Blue Ridge Owned Real Property.  The HT Joint Venture has good, marketable and
(except to the extent specified on any Schedule) exclusive title to, and the
valid and enforceable power and right to use, the HT Joint Venture Owned Real
Property.  The Owned Real Property is free and clear of any Liens except for
Permitted Owned Real Property Liens, including Liens listed or described on
Schedule 5.1.7(b).

                 (c)      The delivery to Purchasers at the Closing of the
Transfer Documents contemplated by this Agreement will vest good, marketable
and (except to the extent specified on any Schedule) exclusive title to the
Houston Owned Real Property and the San Antonio Owned Real Property in the
Houston Purchaser and the San Antonio Purchaser, respectively, free and clear
of all Liens, except for the Permitted Owned Real Property Liens and any Liens
created by Purchasers.

                 (d)      Except to the extent specified on Schedule 5.1.7(d),
Seller is the undisputed sole lessee, licensee, permittee, grantee or other
beneficiary with respect to, and is in actual possession of, the Houston Leased
Real Property and the San Antonio Leased Real Property, and is entitled to
quiet enjoyment of the Houston Leased Real Property and the San Antonio Leased
Real Property and the use of the Houston Leased Real Property and the San
Antonio Leased Real Property in connection with the conduct of the Businesses
without any interference or claims by any person or entity, in accordance with
the terms of the relevant lease, license, permit, easement, right-of-way,
contract or other agreement (the "Real Property Leases"), which Real Property
Leases are, in each case, directly with the fee simple owners of the Houston
Leased Real Property and the San Antonio Leased Real Property covered thereby
(the "Real Property Lessors").

                 (e)      Except to the extent specified on Schedule 5.1.7(e),
Blue Ridge or the HT Joint Venture, as the case may be, is the undisputed sole
lessee, licensee, permitted, grantee or other beneficiary with respect to, and
is in actual possession of, the Blue Ridge Leased Real Property and the HT
Joint Venture Leased Real Property and is entitled to quiet enjoyment of the
Blue Ridge Leased Real Property and the HT Joint Venture Leased Real Property
and the use of the Blue Ridge Leased Real Property and the HT Joint Venture
Leased Real Property in connection with the conduct of its business activities
without any interference or claims by any person or entity, in accordance with
the terms of the relevant lease, license, permit, easement, right-of-way,
contract or other agreement (the "Blue Ridge Real Property Leases" and the "HT
Joint Venture Real Property Leases," as the





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