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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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case prior to the disclosure of any Disclosable Terms to any such party
Renaissance shall obtain the recipient's agreement to keep such Disclosable
Terms confidential. Renaissance shall be liable to TWC for any damages that may
arise if any such party fails to keep any Disclosable Terms confidential. In
addition, Renaissance may disclose an annualized aggregate Programming Amount,
but not the terms of this Agreement nor any information relating to any monthly
Programming Amounts or Qualified Single Program Amounts, to its or Renaissance
Holdings' potential lenders who may be providing long term financing (excluding
capitalized leasing), or potential investors (excluding investors whose interest
would develop out of a public offering or whose interest would be less than
$400,000); provided, however, that prior to any such disclosure Renaissance
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shall use its reasonable best efforts to obtain such party's written agreement
to keep such information confidential and in any event shall instruct such party
to keep such information confidential. Renaissance also shall be liable to TWC
for any damages that may arise if any such lender or investor fails to keep any
such information confidential. If Renaissance is legally compelled or advised by
counsel that it is legally required to disclose any information required to be
kept confidential pursuant to this Agreement, then it shall provide TWC with
prompt notice of such requirement or advice prior to disclosure so that TWC may
seek a protective order or other appropriate remedy and/or waive compliance with
the terms of this Agreement. If such protective order or other remedy is not
obtained, or TWC waives compliance with the provisions hereof, then Renaissance
shall furnish only that portion of the information at issue which it is legally
compelled to so furnish and, in consultation with TWC, Renaissance shall use its
reasonable best efforts to obtain assurance that confidential treatment will be
accorded to such information. Within 10 days after delivery by TWC to
Renaissance of appropriate supporting documentation, Renaissance shall reimburse
TWC for all reasonable fees and expenses incurred by TWC in connection with such
protective order request and/or the proposed disclosure of such information.

     5.3  Upon reasonable written request by Renaissance, but no more than once
in any calendar year, TWC shall cause its independent auditors to certify in
writing to Renaissance that the rates charged by TWC to Renaissance for Program
Services are in compliance with this Agreement.  Within 10 days after delivery
by TWC to Renaissance of appropriate supporting documentation, Renaissance shall
reimburse TWC for all reasonable fees and expenses incurred by TWC in connection
with such audit.

     5.4  Renaissance agrees that any breach of the confidentiality obligations
set forth in this Article 5 would result in immediate and irreparable harm to
TWC for which money damage would not be a sufficient remedy.  As a remedy for
any such breach or unauthorized disclosure TWC shall be entitled to seek
equitable relief, including in the form of injunctions and orders for specific
performance, in addition to all other remedies available at law or equity.  In
addition, upon any breach by Renaissance of its obligations under this Article 5
or the improper disclosure by any 

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