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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>   55
         5.2.6.  Purchaser's Qualification.  To the knowledge of Purchasers,
there is no fact that, under the Communications Act or any existing rule,
regulation or practice of the FCC, would disqualify (a) the Houston Purchaser
as an assignee of the KPRC-TV License or as owner and operator of the Houston
Purchased Assets or (b) the San Antonio Purchaser as an assignee of the KSAT-TV
License or as owner and operator of the San Antonio Purchased Assets.

         5.2.7.  Disclosure.  None of (i) any written information furnished to
Seller by either Purchaser in connection with this Agreement or the
transactions contemplated hereby or (ii) the representations and warranties of
either Purchaser 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.


                                 VI.  COVENANTS

         6.1. Investigation by Purchasers; Surveys; Confidentiality.  (a) Prior
to the Closing, Seller will (i) afford to the officers, attorneys, accountants,
environmental consultants, appraisers, engineers and other authorized
representatives of Purchasers reasonable access during normal business hours to
the facilities (including the Houston Owned Real Property, the San Antonio
Owned Real Property, the Houston Leased Real Property and the San Antonio
Leased Real Property), personnel and books and records of Seller relating to
the Businesses or the Purchased Assets and (ii) use its best efforts to afford
the officers, attorneys, accountants, environmental consultants, engineers and
other authorized representatives of Purchasers reasonable access during normal
business hours to the facilities (including the Blue Ridge Owned Real Property,
the Blue Ridge Leased Real Property, the HT Joint Venture Owned Real Property
and the HT Joint Venture Leased Real Property), personnel and books and records
of Blue Ridge and the HT Joint Venture, all so as to afford Purchasers a
reasonable opportunity to make at their sole cost and expense such review,
examination and investigation of the Businesses, the business activities of
Blue Ridge and the HT Joint Venture, the Purchased Assets, the Blue Ridge
Assets and the HT Joint Venture Assets (including the Real Property) as
Purchasers may reasonably desire to make, including environmental evaluations
and appraisals.  Each Purchaser will be permitted to prepare such extracts from
or to make such copies of such books and records as it may reasonably desire.
Within 45 calendar days after the date hereof, Seller, at Seller's expense,
will obtain and will deliver to Purchasers current surveys (the "Surveys") of
the Real Property prepared by a professional engineer or registered public
surveyor duly and currently licensed by the State of Texas and





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