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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   44
than ordinary, routine maintenance and repairs which are not material in nature
or cost.  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 Purchasers, the Houston Owned Tangible
Personal Property and the San Antonio Owned Tangible Personal Property, and the
Owned Tangible Personal Property is free and clear of any Liens, except for
Permitted Owned Tangible Personal Property Liens, including the Liens listed or
described on Schedule 5.1.8(a).  Each of Blue Ridge and the HT Joint Venture
has good, marketable and (except to the extent specified on any Schedule)
exclusive title to, and the valid and enforceable right to use, the Blue Ridge
Owned Tangible Personal Property and the HT Joint Venture Owned Tangible
Personal Property, respectively, and such tangible personal property is free
and clear of any Liens, except for Permitted Owned Tangible Personal Property
Liens, including the Liens listed or described on Schedule 5.1.8(a).

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

         5.1.9.  Contracts.  (a) Attached as Schedule 5.1.9(a) is a true and
complete listing or description of each Houston Contract, San Antonio Contract,
Blue Ridge Contract and HT Joint Venture Contract, other than (i) agreements or
contracts with persons or entities that are not Related Parties of Seller
entered into in the Ordinary Course which are terminable without payment of
premium or penalty at will or upon not more than 30 calendar days' notice or
which impose remaining monetary obligations not in excess of $10,000 and which
impose no material non-monetary obligations, are not Talent Agreements and do
not relate to programming, (ii) agreements or contracts entered into with
persons or entities that are not Related Parties of Seller in the Ordinary
Course for the sale or sponsorship of advertising time solely for cash at
substantially standard rates for such advertising time, for which no prepayment
has been received and the current terms of which expire on or prior to
September 30, 1994, (iii) contracts entered into between the date hereof and
the Closing Date in accordance with the provisions of Sections 6.6 and 6.7, and
(iv) Employee Plans listed on Schedule 5.1.14(a), with the Houston Contracts
being listed thereon under the caption "Houston Contracts," the San Antonio
Contracts being listed thereon under the caption "San Antonio Contracts," the
Blue Ridge Contracts being listed thereon under the caption "Blue Ridge
Contracts" and the HT Joint Venture





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