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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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   "Initial Adjustment Certificate"                          2.5(b)
   "Leased Real Property"                                    2.1(b)
   "Licenses"                                                2.1(d)
   "LLC Terms Sheet"                                         6.16
   "Lost Subscribers"                                        12.12(b)(ii)
   "Management Agreement"                                    6.18(b)
   "Multiemployer Plan"                                      5.12(b)
   "Notice"                                                  11.3(a)
   "Nonconsent Franchise"                                    6.18(a)
   "Nonconsent Franchise Cash Flow"                          6.18(c)
   "Operating Agreement"                                     6.16
   "Outside Closing Date"                                    8.1
   "Owned Real Property"                                     2.1(b)
   "Program Management Agreement"                            6.16
   "Purchase Price"                                          2.4
   "Proprietary Rights"                                      3.1(a)
   "Qualified Auditor"                                       2.5(b)
   "Real Property"                                           2.1(b)
   "Recipient Party"                                         6.10
   "Road Runner Product"                                     6.16
   "Seller"                                                  Preamble
   "Seller Subsidiaries"                                     Recital A
   "Social Contract Refund"                                  6.9(b)
   "Social Contract Refund Credit"                           6.9(b)(i)
   "Subscriber Adjustment Amount"                            2.6
   "Survival Period"                                         11.5
   "System Contracts"                                        2.1(e)
   "Systems"                                                 Recital A
   "Tangible Personal Property"                              2.1(a)
   "Transitional Consulting Services"                        3.1(b)
   "WARN Act"                                                6.5


                                   Article 2.
                               Purchase and Sale
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     Section 2.1  Covenant of Purchase and Sale; Assets. Subject to the terms
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and conditions set forth in this Agreement, at Closing Seller shall contribute,
convey, assign and transfer as a contribution to capital, and Buyer shall
acquire from Seller in consideration of the LLC Interest, free and clear of all
Liens (except for Permitted Liens, but subject to such Permitted Liens being
released at Closing and any reductions in Purchase Price provided for in the
definition of Permitted Liens having been made at Closing) an undivided portion,
having a fair market value equal to the Equity Value, of all right, title and
interest of Seller in all of the assets and properties, real and personal,
tangible and intangible, used or held for use by Seller in its operation of the
Systems, and further Seller shall, and shall cause the Seller Subsidiaries to,
convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller and
the Seller Subsidiaries in

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