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SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   56
approved by the Title Company and Purchasers.  The Surveys will be dated after
the date of this Agreement, will show the location on the Real Property of all
building setback lines, improvements, fences, water courses and all existing or
proposed highways, streets, roads, railroads, easements and rights-of-way on or
adjacent to the Real Property (giving recording data where applicable), will
show all encroachments, conflicts and protrusions, will set forth the land area
comprising the Real Property in acres and will contain a metes and bounds
description thereof.  The surveyor will certify to Purchasers and the Title
Company such matters in such form as Purchasers or the Title Company may
reasonably require, including that the Surveys were made on the ground; that
there are no visible discrepancies, conflicts, encroachments, overlapping of
improvements, fences, water courses, easements, highways, streets, roads,
railroads or rights-of-way except as shown on the Surveys; and that the Surveys
are true, correct and accurate representations of the Real Property.  The
Surveys will also locate and indicate any portions of the Real Property falling
within any flood plain area, any area designated as having special flood
hazards by any Governmental Entity or any federal, state or municipal wetland
area, and will certify to Purchasers and the Title Company that no portion of
the Real Property falls within any such area except as is shown on the Surveys.

                 (b)      Each of the parties will treat in confidence all
documents, materials and other information disclosed to it by any other party
that is not its Affiliate in connection with the transactions contemplated
hereby, whether during the course of the negotiations leading to the execution
of this Agreement or thereafter.  Prior to the Closing, or in the event that
this Agreement is terminated, none of the parties will use any such information
furnished by any other party that is not its Affiliate in its or any of its
Affiliates' businesses, unless such information is ascertainable from public or
published information or trade sources or already known or subsequently
independently developed or discovered by such party or its Affiliates.
Following the Closing, Seller will, and will cause its Affiliates to, treat in
confidence all non-public information regarding the Purchased Assets, the
Businesses and the respective assets and businesses of Blue Ridge and the HT
Joint Venture, except as otherwise expressly provided herein or as required by

         6.2. Press Releases.  Prior to the Closing, no party will issue or
cause the publication of, or permit any of its Affiliates to issue or cause the
publication of, any press release or other public announcement with respect to
this Agreement or the transactions contemplated hereby without the prior
written consent of Purchasers (in the case of Seller and its Affiliates) or
Seller (in the case of either Purchaser and its Affiliates), which consent will
not be unreasonably withheld;