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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>   54
Act and the expiration or termination of the applicable waiting period
thereunder and (b) the filing by Purchasers of an application requesting, and
the receipt of, the consent of the FCC (either directly or pursuant to
delegated authority) to the assignment of the KPRC-TV License from Seller to
the Houston Purchaser and the assignment of the KSAT-TV License from Seller to
the San Antonio Purchaser.  Assuming that, as of the Closing Date, the
requisite notification and report form has been filed by Purchasers or WPC
under the HSR Act and the applicable waiting period thereunder has expired or
terminated, Purchasers have filed an application requesting, and have received,
the consent of the FCC (either directly or pursuant to delegated authority) to
the assignment of the KPRC-TV License to the Houston Purchaser and the KSAT-TV
License to the San Antonio Purchaser, the execution and delivery of this
Agreement by Purchasers does not, and the performance by Purchasers of the
transactions contemplated hereby to be performed by them will not, conflict
with, or result in any violation of, or constitute a default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, (a) the Certificate of Incorporation or By-laws of
either Purchaser, (b) any Law to which either Purchaser or any of their
respective assets is subject, or (c) any contract to which either Purchaser is
a party, except where such conflict, violation, default, termination,
cancellation or acceleration will not materially impair the ability of either
Purchaser to perform its obligations under this Agreement.

         5.2.4.  Brokers, Finders and Agents.  Purchasers have not taken any
action that would directly or indirectly obligate Seller, Purchasers or anyone
else to anyone acting as a broker, finder, financial advisor or in any other
similar capacity in connection with this Agreement or the transactions
contemplated by this Agreement.

         5.2.5.  Litigation; Decrees.  There are no pending or, to the
knowledge of Purchasers, threatened lawsuits, claims, administrative or other
proceedings or investigations against either Purchaser arising out of or
relating to this Agreement or the transactions contemplated hereby or which
otherwise would, or could be reasonably expected to, alone or in the aggregate,
materially adversely affect the ability of either Purchaser to consummate the
transactions contemplated hereby.  Neither Purchaser is in default under any
judgment, order or decree of any Governmental Entity that involves the
transactions contemplated hereby or that would, or could reasonably be expected
to, alone or in the aggregate materially adversely affect the ability of either
Purchaser to consummate the transactions contemplated hereby.





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