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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>   47
all of the provisions of the TV Licenses and each of the Other Licenses and
with the Communications Act; and no Governmental Entity, including the FCC, has
instituted any proceedings for the cancellation, non-renewal or modification of
either of the TV Licenses or any of the Other Licenses and, to the knowledge of
Seller, no such proceedings are threatened.  To Seller's knowledge, the TV
Licenses and the Other Licenses will, upon their scheduled expiration, be
renewed in the ordinary course and without the imposition of any material
condition.

                 (c)      Except to the extent specified on Schedule 5.1.11(c),
each of (i) the Other Houston Licenses and, with the consent of the FCC
described in Section 7.1(c), the KPRC-TV License (A) is assignable by Seller to
the Houston Purchaser as contemplated by this Agreement and (B) will be
Transferred to the Houston Purchaser upon Seller's delivery to the Houston
Purchaser at Closing of the Transfer Documents contemplated by this Agreement
and will thereafter remain in full force and effect and (ii) the Other San
Antonio Licenses and, with the consent of the FCC described in Section 7.1(c),
the KSAT-TV License (A) is assignable by Seller to the San Antonio Purchaser as
contemplated by this Agreement and (B) will be Transferred to the San Antonio
Purchaser upon Seller's delivery to the San Antonio Purchaser at Closing of the
Transfer Documents contemplated by this Agreement and will thereafter remain in
full force and effect.

                 (d)      Attached as Schedule 5.1.11(d) is a true and complete
list and brief description of all licenses, permits and authorizations issued
by any Governmental Entity in connection with the conduct of the business
activities of Blue Ridge and the HT Joint Venture or the ownership or use of
any of the Blue Ridge Assets or HT Joint Venture Assets.  Each of such
licenses, permits and authorizations is in full force and effect; Blue Ridge or
the HT Joint Venture, as the case may be, is in compliance with all of the
provisions thereof; no Governmental Entity, including the FCC, has instituted
any proceedings for the cancellation, non-renewal or modification thereof and,
to Seller's knowledge, no such proceedings are threatened; and to Seller's
knowledge, each of such licenses, permits and authorizations will remain in
full force and effect following the consummation of the transactions
contemplated hereby and will, upon their scheduled expiration, be renewed in
the ordinary course and without the imposition of any material condition.

         5.1.12. Insurance.  Schedule 5.1.12 sets forth a true and complete
list of all policies of property, casualty, liability and other forms of
insurance covering any portion of the Purchased Assets, the Blue Ridge Assets,
the HT Joint Venture Assets or any aspect of the Businesses or the business
activities of Blue Ridge or the HT Joint Venture (which list indicates the
types and amounts of coverage under such policies).  All such insurance is in
full force and effect and none of Seller, Blue





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