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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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converters, decoders, similar items and otherwise, and (B) all payments for
services to be rendered by Buyer to subscribers of the Systems after the
Adjustment Time, or for other services to be rendered by Buyer to other third
parties after the Adjustment Time for cable television commercials, channel
leasing, or other services or rentals, to the extent all obligations of Seller
or the Seller Subsidiaries relating thereto are assumed by Buyer at Closing.

        (iii)  Expenses. As of the Adjustment Time, expenses of a recurring
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nature that are incurred to benefit the Systems and which will result in a
benefit to Buyer after Closing and are incurred in the ordinary course of
business, including those set forth below, shall be prorated, in accordance with
GAAP, so that all such expenses for periods prior to the Adjustment Time shall
be for the account of Seller, and all such expenses for periods after the
Adjustment Time shall be for the account of Buyer:

               (A)  all payments and charges under or with respect to the
Franchises, the Licenses, and the System Contracts;

               (B)  Taxes levied or assessed against any of the Assets or
payable with respect to cable television service and related sales to
subscribers of the Systems;

               (C)  charges for utilities, municipal assessments, rents and
service charges, and other goods or services furnished to the Systems;

               (D)  copyright fees based on signal carriage by the Systems; and

               (E)  all other items of expense relating to the Systems;

provided, however, that Seller and Buyer shall not prorate any items of expense
attributable to any Excluded Assets, all of which shall remain and be solely for
the account of Seller.

          (iv) Capital Expenditures. Seller shall be entitled to an amount equal
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to the aggregate capital expenditures actually expended by Seller or a Seller
Subsidiary between December 31, 1997 and the Closing Date with respect to any
upgrades or rebuilds of the cable plant included within the Systems; provided
that such expenditures are either approved by Buyer or requested by Buyer and
approved by Seller, such approvals not to be unreasonably withheld.

           (v) Social Contract Refund Credit. If Buyer has waived the condition
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precedent set forth in Section 7.1(h)(ii), if applicable, as set forth in
Section 6.9, Buyer shall be entitled to the Social Contract Refund Credit.

     (b)  Current Items Amount and Subscriber Adjustment Amount Calculated.  The
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Current Items Amount and Subscriber Adjustment Amount (as defined

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