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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     2.2  Termination By Renaissance.  Renaissance may terminate this Agreement
at any time in its sole discretion upon not less than 120 days prior written
notice to TWC; provided, however, that on or before the effective date of any
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such termination Renaissance shall pay to TWC an amount (the "Termination
Payment") equal to the sum of all amounts payable by TWC to any Program Service
provider as a result of such termination by Renaissance, including without
limitation repayment of any portion of any upfront monies received from Program
Service providers with respect to the Systems that TWC must repay to such
providers as a result of such termination by Renaissance.  The previous sentence
notwithstanding, within 60 days after its receipt of Renaissance's written
notice of termination, TWC shall deliver to Renaissance written notice of TWC's
good faith estimate of the total amount of the Termination Payment that will be
payable by Renaissance as the result of such termination.  Within 15 days after
its receipt of TWC's notice of the estimated amount of the applicable
Termination Payment Renaissance, in its sole discretion, may elect by written
notice to TWC which is received by TWC during such 15 day period, to revoke its
decision to terminate this Agreement, in which case such termination shall not
become effective and Renaissance shall not be required to pay the applicable
Termination Payment.

     2.3  Termination by TWC.  If TWC determines in good faith that any curative
action taken or to be taken by Renaissance pursuant to Section 3.2 below does
not or will not fully cure the breach or violation at issue under the applicable
contract or arrangement, then TWC in its sole discretion may terminate this
Agreement upon not less than 30 days prior written notice to Renaissance;
provided, however, that if TWC in its sole discretion determines that there is
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no resulting detriment to TWC, then TWC may extend the effective date of the
termination beyond 30 days.

3.   Management.

     3.1  Management Services.
          (a) TWC shall render all services and take all actions necessary for
the management of programming for the Systems in the ordinary course of their
day-to-day operation, and shall have and exercise full and complete control with
respect to all programming for the Systems in the ordinary course of their day-
to-day operation. Without limiting the generality of the foregoing TWC, in its
sole discretion, shall:

              (i) organize and from time to time reorganize, augment, modify, or
     change channel line-ups on the Systems, including the addition and/or
     deletion of Program Services;

              (ii) organize and from time to time reorganize or otherwise modify
     the channel positions of Program Services (as hereinafter defined) carried
     by the Systems; and