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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
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contemplated hereby, or (iii) the representations and warranties of Seller
contained in this Agreement contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not false or misleading.

         5.2. Representations and Warranties of Purchaser.  Purchasers jointly
and severally represent and warrant to Seller at and as of the date hereof and
again at and as of the Closing Date as follows:

         5.2.1.  Corporate Matters.  Each Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.  Each Purchaser is duly qualified to conduct business as a foreign
corporation in each jurisdiction in which its ownership or lease of property or
assets or the conduct of its business requires such qualification under
applicable law.

         5.2.2.  Authorization and Effect of Agreement.  (a) Each Purchaser has
the requisite corporate power to execute and deliver this Agreement and to
perform the transactions contemplated hereby to be performed by it.  The
execution and delivery by each Purchaser of this Agreement and the performance
by each Purchaser of the transactions contemplated hereby to be performed by it
have been duly authorized by all necessary action on the part of each Purchaser
and their respective boards of directors.  This Agreement has been duly
executed and delivered by each Purchaser and, assuming the due execution and
delivery of this Agreement by Seller, will constitute a valid and binding
obligation of each Purchaser enforceable against such Purchaser in accordance
with its terms, except that (a) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to the discretion of the court before which any proceeding seeking the
same may be brought.

                 (b)      All of the issued and outstanding capital stock of
each Purchaser is owned directly by Post-Newsweek Stations, Inc., a Delaware
corporation, and indirectly by WPC.

         5.2.3.  No Conflicts.  No consent, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity is
required to be obtained or made by or with respect to Purchasers under any
applicable Law in connection with the execution and delivery of this Agreement
by Purchasers or the performance by Purchasers of the transactions contemplated
hereby to be performed by them, except for (a) the filing of the notification
and report form by Purchasers or WPC under the HSR