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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
Master Agreement. While conducting such inspection, CSG or its representative 
will be entitled to copy any item that Customer may possess in violation of this
Master Agreement.

25. FORCE MAJEURE. Neither party will be liable for any failure or delay in 
performing an obligation under this Master Agreement that is due to causes 
beyond its reasonable control, including, but not limited to, fire, explosion, 
epidemics, earthquake, lightening, failures or fluctuations in electrical power 
or telecommunications equipment, accidents, floods, acts of God, the elements, 
war, civil disturbances, acts of civil or military authorities or the public 
enemy, fuel or energy shortages, acts or omissions of any common carrier, 
strikes, labor disputes, regulatory restrictions, restraining orders or decrees 
of any court, changes in law or regulation or other acts of governmental, 
transportation stoppages or slowdowns or the inability to procure parts or 
materials. These causes will not excuse Customer from paying accrued amounts 
due to CSG through any available lawful means acceptable to CSG.

26. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this 
Master Agreement or any of its rights or obligations hereunder without the other
party's prior approval. Any attempt to do so without such approval will be void.
Notwithstanding the foregoing, CSG may assign this Master Agreement, upon notice
to Customer, to a related or unrelated person in connection with a transfer of 
all or substantially of its stock or assets to a third party, and Customer 
hereby consents to such assignment in advance. Customer may assign its rights 
under this Master Agreement or in any System Site, upon notice to CSG, to a 
related or unrelated person in connection with a sale, acquisition, 
consolidation or other reorganization of Customer's business, in whole or in 
part, and CSG consents to such an assignment in advance; provided, however, that
Customer's assignee shall agree in writing to assume all of Customer's duties 
and obligations hereunder prior to any such assignment. 

27. NOTICES. Any notice or approval required or permitted under this Master 
Agreement will be given in writing and will be sent by telefax, courier or mail,
postage prepaid, to the address specified below or to any other address that may
be designated by prior written notice. Any notice or approval delivered by 
telefax (with answer back) will be deemed to have been received the day it is 
sent. Any notice or approval sent by courier will be deemed received one day 
after its date of posting. Any notice or approval sent by mail will be deemed 
to have been received on the 5th business day after its date of posting.

    If to Customer:                       If to CSG:
    Renaissance Media                     CSG Systems, Inc.
    Cablevision Center, Suite 100         7887 East Belleview, Suite 1000
    Ferndale, NY 12734                    Englewood, CO 80111
    Tel:(914)295-2600 Fax:(914)295-2601   Tel:(303)796-2850 Fax:(303)796-2870
    Attn: Mark Halpin                     Attn: President with a copy to 
          Executive Vice President              General Counsel
          and CFO 
                                          and a copy to:

                                          Associate Counsel              
                                          2525 N. 117th Ave.
                                          Omaha, NE 68164
                                          Tel: (402)431-7400 Fax: (402)431-7226

(a) General. Any controversy or claim arising out of or relating to this Master 
Agreement or the existence, validity, breach or termination thereof, whether 
during or after its term, will be finally settled by compulsory arbitration in 
accordance with the Commercial Arbitration Rules of the American Arbitration 
Association ("AAA"), as modified or supplemented under this Section.

(b) Proceeding. To initiate arbitration, either party will file the appropriate 
notice at the Regional Office of the AAA in Denver, Colorado. The arbitration 
proceeding will take place in Denver, Colorado. The parties will in good faith 
agree on a sole arbitrator. If the parties are unable to agree on an arbitrator,
the arbitration panel will consist of three (3) arbitrators, one arbitrator 
appointed by each party and a third neutral arbitrator appointed by the two 
arbitrators designated by the parties. Any communication between a party and any
arbitrator will be directed to the AAA for transmittal to the arbitrator. The 
parties expressly agree that the arbitrators will be empowered to, at either 
party's request, grant injunctive relief.

                          THEIR RESPECTIVE COMPANIES.