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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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consideration of the Cash Consideration, free and clear of all Liens (except for
Permitted Liens, but subject to such Permitted Liens as are to be released at
Closing being released at Closing and any reductions in Purchase Price provided
for in the definition of Permitted Liens having been made at Closing) all
remaining right, title and interest of Seller and all of the right, title and
interest of the Seller Subsidiaries in all of the assets and properties, real
and personal, tangible and intangible, used or held for use by Seller or any
Seller Subsidiary in its operation of the Systems, in each case including the
following (all of the foregoing together, the "Assets"):

     (a)  Tangible Personal Property.  All tangible personal property, including
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towers, tower equipment, antennae, aboveground and underground cable,
distribution systems, headend amplifiers, line amplifiers, microwave equipment,
converters, testing equipment, all antennae, earth satellite receive stations
and related equipment, motor vehicles, office equipment, furniture, fixtures,
supplies, inventory, and other physical assets, including the items described on
Schedule 2.1(a) (the "Tangible Personal Property").
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     (b)  Real Property.  All interests in real property, including all
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improvements thereon, owned by Seller or the Seller Subsidiaries ("Owned Real
Property") or leased by Seller or the Seller Subsidiaries ("Leased Real
Property"), all of which are described on Schedule 2.1(b) (the "Real Property").
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     (c)  Franchises.  All franchises and similar authorizations or permits
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issued by any Governmental Authority or other Person that are necessary or
required to operate a cable television system and provide cable television
services in the geographic areas served by the Systems, all of which are listed
on Schedule 2.1(c) (the "Franchises").
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     (d)  Licenses.  The intangible CATV channel distribution rights, cable
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television relay service (CARS), business radio, intangible domestic satellite
receive only (TVRO) registrations, and other licenses, authorizations,
registrations or permits issued by the FCC or any other Governmental Authority,
all of which are described on Schedule 2.1(d) (the "Licenses").
                              ---------------

     (e)  System Contracts.  The leases, private easements or rights of access,
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contractual rights to easements, servitude agreements, pole attachment
agreements or joint line agreements, underground conduit agreements, crossing
agreements, bulk and commercial service agreements, retransmission consent
agreements and other Contracts, all of which are either (i) described on
Schedule 2.1(e); (ii) (1) Contracts with Individual Subscribers for cable
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service in the ordinary course of business which may be canceled without penalty
by Seller or a Seller Subsidiary; (2) other Contracts terminable at will by
Seller or a Seller Subsidiary without penalty; and (3) Contracts that do not
contemplate payments by or to Seller or a Seller Subsidiary exceeding $25,000
individually or $200,000 for all such Contracts in the aggregate and do not
involve any material non-monetary obligation; or (iii) are entered

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