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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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into after the date hereof in accordance with the provisions of Section 6.2
hereof and are to be assumed by Buyer hereunder (the "System Contracts").

          (f)  Accounts Receivable.  All subscriber, trade and other accounts
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receivable.

          (g)  Books and Records. All engineering records, files, data,
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drawings, blueprints, schematics, reports, lists, plans and processes, and all
files of correspondence, lists, records, and reports concerning subscribers and
prospective subscribers of the Systems, signal and program carriage, and
dealings with Governmental Authorities, including all reports filed by or on
behalf of Seller or a Seller Subsidiary with the FCC with respect to the Systems
and statements of account filed by or on behalf of Seller or a Seller Subsidiary
with the U.S. Copyright Office with respect to the Systems.

     Section 2.2  Excluded Assets. Notwithstanding the provisions of Section
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2.1, the Assets shall not include the following, which shall be retained by
Seller or a Seller Subsidiary (the "Excluded Assets"): (a) cable programming
Contracts; (b) insurance policies and rights and claims thereunder; (c) bonds,
letters of credit, surety instruments, and other similar items; (d) cash and
cash equivalents; (e) any agreement, right, asset or property owned or leased by
Seller or a Seller Subsidiary that is not used or held for use in the Systems;
(f) all subscriber deposits and advance payments held by Seller or a Seller
Subsidiary as of the Adjustment Time in connection with the operation of the
Systems; (g) all claims, rights, and interest in and to any refunds of taxes or
fees of any nature, or other claims against third parties, relating to the
operation of the Systems prior to the Adjustment Time; (h) the account books of
original entry, general ledgers and financial records used in connection with
the Systems (provided that Buyer shall have access thereto after the Closing in
accordance with the provisions of Section 6.15 hereof); (i) subject to the
provisions of Section 3.1(a), Seller or any Seller Subsidiary's trademarks,
trade names, service marks, service names, logos, and similar proprietary
rights; (j) any contract, agreement or other commitment of Seller or a Seller
Subsidiary that is not either Leased Property, a License, a Franchise or a
System Contract; (k) any Benefit Arrangement or Employee Benefit Plan; and (l)
any other items described on Schedule 2.2.
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     Section 2.3  Assumed Obligations and Liabilities.  At Closing, Buyer shall
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assume, pay, discharge, and perform the following (the "Assumed Obligations and
Liabilities"):  (a) those obligations and liabilities attributable to periods
after the Adjustment Time and that arise out of events occurring after the
Adjustment Time under or with respect to the Franchises, Licenses or System
Contracts; (b) other obligations and liabilities of Seller or a Seller
Subsidiary to the extent that there shall be an adjustment in favor of Buyer
with respect thereto pursuant to Section 2.5; (c) all obligations and
liabilities relating to, arising out of or attributable to Buyer's ownership of
the Assets or operation of the Systems after the Adjustment Time; and (d) if the
FCC has concurred with Buyer's assumption of the Social Contract, all
obligations and liabilities attributable to periods after the Adjustment Time
and that arise out of acts,

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