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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   50
of, any pending or threatened administrative or judicial action or proceeding
by any Governmental Entity for the assessment or collection of any Taxes, (v)
no security interests have been imposed on or asserted against any of the
Purchased Assets, Blue Ridge Assets, HT Joint Venture Assets or any other
properties or assets of Seller as a result of or in connection with any failure
or alleged failure to pay any Tax, (vi) none of the Purchased Assets, Blue
Ridge Assets or HT Joint Venture Assets is property that is required to be
treated as being owned by any other person pursuant to the safe-harbor lease
provisions of former Section 168(f)(8) of the Code, and (vii) none of the
Purchased Assets, Blue Ridge Assets or HT Joint Venture Assets is "tax exempt
use property" within the meaning of Section 168(h) of the Code.

                 (b)      Each of Seller, Blue Ridge and the HT Joint Venture
has (i) withheld proper and accurate amounts in compliance with the tax
withholding provisions of all applicable Laws from each of their Employees and
former Employees for all periods which, as of the date of this Agreement,
remain open under federal, state, municipal, local or other Laws for assessment
or collection, (ii) correctly and properly prepared and duly and timely filed
all returns and reports relating to Taxes withheld from each of their Employees
and former Employees and to their employer liability for employment Taxes under
federal, state, municipal, local and other Laws, and (iii) duly and timely paid
and remitted to the appropriate taxing authorities all amounts withheld from
each of their Employees and former Employees and any additional amounts that
represent their employer liability for employment Taxes under applicable Law.

                 (c)      None of Seller, Blue Ridge and the HT Joint Venture
has filed a consent under Section 341(f) of the Code.  None of Seller, Blue
Ridge and the HT Joint Venture has been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

         5.1.16. Environmental Matters.  (a) Except to the extent specified on
Schedule 5.1.16(a) or in the Study, during the Control Period or, to Seller's
knowledge, prior thereto, (i) neither Seller nor any other person or entity has
engaged in or permitted any operations or activities upon, or any use or
occupancy of the Real Property, or any portion thereof, resulting in the
storage, emission, release, discharge, dumping or disposal of any Hazardous
Materials on, under, in or about the Real Property in quantities that are
reportable or the remediation of which is required, or with respect to which
other affirmative action must be taken, under applicable Environmental
Requirements, (ii) no Hazardous Materials have migrated from the Real Property
to, upon, about or beneath other properties, and





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