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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>   66
         6.9. Location of Assets.  Seller will cause all of the Purchased
Assets, and will use its best efforts to cause all of the Blue Ridge Assets and
HT Joint Venture Assets, including original copies of all Contracts, Blue Ridge
Contracts and HT Joint Venture Contracts included therein and the TV Licenses
and Other Licenses, to be located on the Real Property at the time of the
Closing.

         6.10. Environmental Survey.  (a) Purchasers will cause an
environmental assessment (the "Study"), addressed jointly to Purchasers and
Seller, of the Real Property listed on Schedule 5.1.7(a) to be prepared by SWL
Environmental Services (the "Engineer") no later than 30 calendar days after
the date hereof.  If the Study reveals information which in the judgment of
Purchasers warrants further investigations of the Real Property (collectively,
"Follow On Studies"), Purchasers will have the right to procure Follow On
Studies, to be completed no later than 90 calendar days after the date hereof,
of such aspects of the Real Property and the estimated costs of remediation of
(i) any Hazardous Material upon, about or beneath the Real Property or
migrating or threatening to migrate to the Real Property, (ii) any violation of
Environmental Requirements pertaining to the Real Property, or (iii) any
Environmental Damages pertaining to the Real Property as Purchasers may
determine.  Purchasers will instruct the Engineer to conduct the Study and the
Follow On Studies in such a manner as not to unreasonably interfere with or
disrupt the Businesses or cause reasonably avoidable damage to any of the
Purchased Assets, the Blue Ridge Assets or the HT Joint Venture Assets, taking
into account the nature of the Study or the Follow On Studies, as the case may
be, and the Engineer shall be required to obtain the prior consent of Seller
for any activity undertaken after the date of this Agreement on any tower site,
which consent may not be unreasonably withheld.  The costs and expenses
associated with the preparation of the Study and any Follow On Study shall be
borne by the Purchasers.  No damage caused by the negligence or willful
misconduct of Purchasers or the Engineer in performing the Study or any Follow
On Study will relieve Purchasers of their obligations to consummate the
transactions contemplated by this Agreement.

                 (b)  If the Study and/or any Follow On Study reveals the
existence of (i) any Hazardous Materials upon, about or beneath the Real
Property or migrating to the Real Property, (ii) any violation of Environmental
Requirements pertaining to the Real Property, or (iii) any Environmental
Damages pertaining to the Real Property (any of the foregoing, to the extent
identified with reasonable specificity in the Study and/or any Follow On Study,
being referred to herein as "Discovered Environmental Problems"), then such
Study or Follow On Study shall also specify whether the estimated cost of
remediation thereof to the levels and the extent then required under all
applicable Environmental Requirements, including subsequent oversight and
management





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