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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Adjustment Certificate delivered to Buyer in accordance with Section 2.5(b) and
thereafter shall be subject to post-Closing verification under said Section
2.5(b). If the estimated Subscriber Adjustment Amount exceeds $9,500,000, then,
at Closing, the Cash Consideration shall be reduced by the amount of such
excess. If the Subscriber Adjustment Amount as finally determined differs from
the estimated Subscriber Adjustment Amount, then, within ten business days of
the date the final determination is made, Seller or Buyer as appropriate shall
transfer to the other that portion of the LLC Interest as shall be necessary to
reflect the actual Equity Value as adjusted for such difference in the
Subscriber Adjustment Amount. If the Subscriber Adjustment Amount as finally
determined exceeds $9,500,000, the excess amount shall be payable by Seller to
Buyer within ten business days of the date the final determination is made.

     For purposes of Sections 2.6 and 6.18(e), (f) and (g), any adjustments made
to the LLC Interest shall be made based on the LLC Interest having a value of
$9,500,000 and subject to any previous reduction in the LLC Interest pursuant to
Sections 2.6 or 6.18(e), (f) or (g).  For example, to the extent the Equity
Value of the LLC Interest is $9,500,000, and pursuant to Section 6.18(f) a
reduction in the amount of $4,750,000 is required, Seller shall convey one half
of its LLC Interest to Buyer.  On the other hand, for example, to the extent the
Equity Value of the LLC Interest is $9,500,000 and pursuant to Section 6.18(f) a
reduction in the amount of $11,500,000 is required, Seller shall convey its
entire LLC Interest to Buyer and pay Buyer $2,000,000 in cash.  Furthermore, for
example, if Seller has already conveyed pursuant to an adjustment under Section
2.6, $1,900,000 (or 20%) of its LLC Interest to Buyer, and pursuant to Section
6.18(f) a reduction in the amount of $3,800,000 is required, Seller shall convey
one half of its remaining LLC Interest to Buyer.


                                   Article 3.
                                Related Matters
                                ---------------

     Section 3.1  Use of Names and Logos; Transitional Consulting Services;
                  ---------------------------------------------------------

             (a)  For a period up to 180 days after Closing, Buyer shall be
entitled to use the trademarks, trade names, service marks, service names,
logos, and similar proprietary rights of Seller or a Seller Subsidiary to the
extent incorporated in or on the Assets (collectively, the "Proprietary
Rights"); provided that (i) Buyer acknowledges that the Proprietary Rights
belong to Seller or a Seller Subsidiary, and that Buyer acquires no rights
therein pursuant to the 180-day phase-out period; (ii) all such Assets shall be
used in a manner consistent with the use made by Seller or a Seller Subsidiary
of such Assets prior to Closing; and (iii) Buyer shall exercise commercially
reasonable efforts to remove all Proprietary Rights from the Assets as soon as
practicable following Closing. Except as set forth in this Section 3.1(a), or
unless granted by prior written approval from Seller, Buyer shall not, at any
time prior to or following the Closing, use in any fashion the "Time", "Warner",
"Time Warner" or "TWI" trademarks or trade names.

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