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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
in Section 2.6) shall be estimated in good faith by Seller, and set forth,
together with a detailed statement of the calculation thereof, in a certificate
(the "Initial Adjustment Certificate"), in form and substance reasonably
satisfactory to Buyer, delivered to Buyer not later than three business days
prior to Closing, together with a copy of any working papers relating to such
Initial Adjustment Certificate and such other supporting documentation as Buyer
may reasonably request. To the extent there is a dispute regarding any
adjustments to the Cash Consideration that would result in Buyer paying less
than the amount claimed by Seller, Buyer shall place such amounts in a separate
escrow account, pursuant to an escrow agreement mutually satisfactory to Buyer
and Seller, and such amounts shall be released to Buyer or Seller, as
appropriate, upon final determination of the adjustments in accordance with the
remainder of this paragraph. The Initial Adjustment Certificate, unless
contested in good faith by Buyer, shall constitute the basis on which the
Current Items Amount paid at Closing and the Subscriber Adjustment Amount is
calculated. On or before 120 days after the Closing Date, Buyer shall deliver to
Seller a final calculation of the adjustments calculated as of the Adjustment
Time, together with such supporting documentation as Seller may reasonably
request, in a certificate (the "Final Adjustment Certificate"), which shall
evidence in reasonable detail the nature and extent of each adjustment. Seller
shall review the Final Adjustment Certificate and shall give written notice to
Buyer of any objections Seller has to the calculations shown in such certificate
within 30 days after Seller's receipt thereof. Buyer and Seller shall endeavor
in good faith to resolve any such objections within 15 days after the receipt by
Buyer of Seller's objections. If any objections or disputes have not been
resolved at the end of such 15-day period, the disputed portion of the Current
Items Amount or Subscriber Adjustment Amount shall be determined within the
following 30 days by a partner in a major accounting firm with substantial cable
television audit experience which is not the auditor of either Buyer or Seller
(a "Qualified Auditor") and the determination of the Qualified Auditor shall be
final and shall be binding upon both parties. If Buyer and Seller cannot agree
with respect to selection of the Qualified Auditor, Buyer and Seller shall each
select an auditor and those two auditors shall select a third auditor whose
determination shall be final and shall be binding upon both parties. Buyer and
Seller shall bear equally the expenses arising in connection with such
determination. Any payment or, subject to Section 2.6, transfer of a portion of
the LLC Interest required as a result of the determination of all disputed
amounts, whether by agreement of the parties or by an auditor's determination,
shall be made by the party responsible therefor to the other party within ten
business days after the final determination is made and shall be treated as the
final Current Items Amount or Subscriber Adjustment Amount for all purposes of
this Agreement.

     Section 2.6  Subscriber Adjustment Amount.  If the average of the
Subscriber Total at the end of each month during the 3-month period ending on
the last day of the last billing cycle ending prior to the Adjustment Time (the
"Closing Subscriber Total") is less than 120,131 then the Equity Value shall be
reduced by an amount equal to the product of (a) the Subscriber Valuation times
(b) the amount, if any, by which 120,131 exceeds the Closing Subscriber Total
(the "Subscriber Adjustment Amount"). The Subscriber Adjustment Amount shall be
estimated as of Closing in the Initial