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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   42
in connection with any portions of the roof for the San Antonio studio building
built, repaired or replaced within the preceding ten-year period remain in full
force and effect and are assignable, and at the Closing will be assigned, to
the San Antonio Purchaser.

                 (h)      Except to the extent specified on Schedule 5.1.7(h),
none of the buildings, structures and other improvements included in the Real
Property, the appurtenances thereto or the equipment therein or the operation
or maintenance thereof, violates any Law, License, Other License or Contract,
or any restrictive covenant, condition, easement, right-of-way or other
encumbrance or restriction affecting such Real Property; provided, however,
that Seller makes no representation or warranty as to any Environmental
Requirements except as set forth in Section 5.1.16.  Except to the extent
specified on Schedule 5.1.7(h), no building, structure or improvement included
in the Real Property encroaches upon the real property of any third party or
any easement or right-of-way benefitting such real property, and no building,
structure or improvement of any third party encroaches upon the Real Property
or any easement or right-of-way benefitting the Real Property.  Except to the
extent specified on Schedule 5.1.7(h), the Real Property and its continued use,
occupancy and operation as currently used, occupied and operated does not
constitute a nonconforming use under any Law.  Except to the extent specified
on Schedule 5.1.7(h), the continued existence, use and occupancy of the Real
Property, including the rights of egress and ingress thereto, by Purchasers,
Blue Ridge and the HT Joint Venture, as applicable, and the conduct of the
Businesses by Purchasers as it has heretofore been conducted, and the continued
conduct by Blue Ridge and the HT Joint Venture of the respective business
activities of Blue Ridge and the HT Joint Venture as they have heretofore been
conducted, are not dependent on the granting of any special permit, exception,
approval, condition or variance, other than one that has been granted to Seller
and will be Transferred to or will inure to the benefit of Purchasers as of the
Closing or one that will continue to inure to the benefit of Blue Ridge or the
HT Joint Venture, as applicable, immediately following the Closing.

                 (i)      Except to the extent specified on Schedule 5.1.7(i),
each item of Real Property has:  (i) full, unencumbered, convenient, insurable
and free access to and from public highways, streets or roads, and there is no
pending or, to Seller's knowledge, threatened governmental or private
proceeding that would impair, curtail or adversely impact such access; (ii)
adequate Utilities (A) installed across public property or valid easements to
the boundary of such Real Property, (B) connected with proper permits and with
all connection fees or charges paid, and (C) of a capacity and condition to
serve adequately such Real Property (with due regard for the use to





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