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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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                            Asset Purchase Agreement
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     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of November 14, 1997, by and between RENAISSANCE MEDIA HOLDINGS LLC, a
Delaware limited liability company ("Buyer"), and TWI CABLE INC., a Delaware
corporation ("Seller").

                                    RECITALS
                                    --------

     A.  Seller owns and operates cable television systems which are franchised
or hold other operating authority and operate in and around the City of Jackson,
Tennessee, Picayune Cablevision, Inc. (an indirect wholly-owned subsidiary of
Seller) owns and operates a cable television system which is franchised or holds
other operating authority and operates in and around the City of Picayune,
Mississippi, and Cablevision Industries of Louisiana Partnership (an indirect
wholly-owned subsidiary of Seller) owns and operates cable television systems
which are franchised or hold other operating authority and operate in and around
the Parishes of Lafourche, St. Landry, St. Tammany and Pointe Coupee, Louisiana
(all such Tennessee, Mississippi and Louisiana cable television systems
together, the "Systems"). Picayune Cablevision, Inc. and Cablevision Industries
of Louisiana Partnership are sometimes referred to herein collectively as the
"Seller Subsidiaries".

     B.  Seller and the Seller Subsidiaries are willing to sell and convey to
Buyer, and Buyer is willing to purchase from Seller and the Seller Subsidiaries,
substantially all of the assets comprising the Systems other than the Excluded
Assets (as hereinafter defined), upon the terms and conditions set forth in this
Agreement.

                                   AGREEMENTS
                                   ----------

     In consideration of the foregoing recitals, which are incorporated herein
by this reference, and the mutual covenants and promises set forth herein, Buyer
and Seller agree as follows:

                      
                                   Article 1.
                              Certain Definitions
                              -------------------

     Section 1.1  Rules of Construction. Unless otherwise expressly provided in
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this Agreement, or unless the context clearly requires otherwise, (a) accounting
terms used in this Agreement shall have the meanings ascribed to them under
GAAP, (b) words used in this Agreement, regardless of the gender and number
used, shall be deemed and construed to include any other gender, masculine,
feminine, or neuter, and any other number, singular or plural, as the context
requires, (c) the words "including", "include" and "includes" are not limiting,
and the word "or" is not exclusive, (d) the capitalized term "Section" refers to
sections of this Agreement, (e) references to a particular Section include all
subsections thereof, (f) references to a particular statute or regulation
include all amendments thereto, rules and regulations thereunder and any