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Investor Relations

SEC Filings

GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
<PAGE>   72
         exceptions, the Permitted Owned Real Property Liens and such other
         exceptions as are reasonably acceptable to Purchasers (the "Permitted
         Exceptions"), (ii) be in an amount equal to the appraised value of
         that property, (iii) name the appropriate Purchaser as the insured
         owner of such property, and (iv) insure that, as of the Closing Date,
         the Houston Purchaser or the San Antonio Purchaser, as the case may
         be, is the owner of good, marketable and indefeasible title in fee
         simple to such property subject only to the Permitted Exceptions that
         affect such Owned Real Property.

                          (4)     Transfer Documents.  The Transfer Documents.

                          (5)     Undertaking.  The Undertaking.

                          (6)     Non-Foreign Person Affidavit.  An affidavit
         pursuant to Section 1445(b)(2) of the Code in substantially the form
         ofExhibit C, duly executed by Seller in a manner sufficient to relieve
         Purchasers from any obligation under the Code to withhold Taxes
         relating to the Transfer of the Real Property.

                          (7)     Affidavit of Occasional Sale for Texas Sales
         Tax Exception.  An Affidavit of Occasional Sale in substantially the
         form ofExhibit D, duly executed by Seller.

                          (8)     Receipts.  Such receipts, duly executed by
         Seller, as Purchasers may reasonably request.

                 (d)      At the Closing, Purchasers will deliver to Seller, at
the expense of Purchasers, the following:

                          (1)     Certificate of Purchasers.  A certificate of
         Purchasers, dated the Closing Date and signed by an authorized officer
         of each Purchaser, certifying that the conditions set forth in
         Sections 7.3.1 and 7.3.2 have been satisfied;

                          (2)     Opinion of Counsel.  The opinion of the
         General Counsel or Assistant General Counsel of WPC, dated as of the
         Closing Date and addressed to Seller, in substantially the form
         of Exhibit E;

                          (3)     Payment of Purchase Price.  By wire transfer
         of immediately available funds to such account as Seller shall have
         designated for such purpose at least two business days prior to the
         Closing Date, an amount equal to the Purchase Price; and

                          (4)     Assumption Documents.  The Assumption