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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   69
the obligations of William P. Hobby and Jessica Hobby Catto under the
Undertaking, nothing in this Section 6.13 will be deemed to limit any
liability, at law or in equity, that the stockholders of Seller may have with
respect to this Agreement.

                               VII.  THE CLOSING

         7.1. Conditions Precedent to Obligations of Purchasers and Seller.
The obligations of Purchasers and Seller under this Agreement to consummate the
transactions contemplated hereby will be subject to the satisfaction, at or
prior to Closing, of the conditions that (a) there shall not have been entered
a preliminary or permanent injunction, temporary restraining order or other
judicial or administrative order or decree in any domestic jurisdiction, the
effect of which prohibits the Closing, and no litigation, investigation or
administrative proceeding seeking to enjoin, restrict or prevent the
consummation of the transactions contemplated by this Agreement shall be
pending before any Governmental Entity, (b) all required waiting periods under
the HSR Act shall have expired or been terminated without the imposition of any
conditions, (c) the FCC (either directly or pursuant to delegated authority)
shall have issued the Orders and the Orders shall have become Final Orders, and
(d) Purchasers and Seller shall have received the results of the Study and, if
procured, the Follow On Study.

         7.2. Additional Conditions to Obligations of Purchaser.  The
obligations of each of the Purchasers under this Agreement to consummate the
transactions contemplated hereby will be further subject to the satisfaction,
at or prior to the Closing, of all of the following conditions, any one or more
of which may be waived by Purchasers at their option:

         7.2.1.  Accuracy of Representations and Warranties.  The
representations and warranties of Seller contained in this Agreement shall be
true and correct in all Material Respects both on and as of the date of this
Agreement and on and as of the Closing Date (with the same force and effect as
if made anew on and as of the Closing Date).

         7.2.2.  Compliance with Covenants.  All covenants of Seller contained
in this Agreement to be performed and complied with by Seller on or before the
Closing Date shall have been performed and complied with in all Material

         7.2.3.  FCC Order.  The Final Orders referred to in Section 7.1 shall
not have imposed or resulted in the imposition of any condition that would be
unduly burdensome or materially adverse to either of the Purchasers or any of
their Affiliates, and Seller shall have complied with any and all conditions
imposed upon it by or in connection with such Final Orders.