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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
             (b)  For a period of up to 180 days after Closing, upon Buyer's
written request delivered to Seller no later than 30 days prior to the first
anticipated Closing Date, Seller shall, to the extent permitted under applicable
Contracts, provide to Buyer billing and general ledger accounting services as
requested by Buyer to maintain the smooth and orderly functioning of the Systems
during such period (the "Transitional Consulting Services"), and Buyer shall pay
Seller (a) an amount equal to Seller's actual costs incurred in performing
billing services for Buyer hereunder, and (b) the sum of $5,000 per month for
the Systems located in Tennessee and $5,000 per month for the Systems located in
Louisiana and Mississippi as transitional consulting fees for the duration of
the Transitional Consulting Services. Buyer shall have the right to terminate
all or any portion of the Transitional Consulting Services upon 30 days' prior
notice to Seller.

     Section 3.2  Bulk Sales. Buyer and Seller each waives compliance by the
other with bulk sales Legal Requirements applicable to the transactions
contemplated hereby.

     Section 3.3  Transfer Taxes. Buyer and Seller shall each pay one half of
all sales, use, transfer, and similar Taxes arising from or payable by reason of
the transactions contemplated by this Agreement.

     Section 3.4  Escrow Deposit.  No later than December 5, 1997, Buyer shall
deposit the sum of $15,000,000 with The Chase Manhattan Bank, N.A. ("Escrow
Agent") as an escrow deposit (the "Escrow Deposit") pursuant to the terms of the
Escrow Agreement entered into as of the date hereof by and between Buyer, Seller
and Escrow Agent (the "Escrow Agreement").  The Escrow Deposit and all interest
or other income accrued thereon shall be paid to Seller at Closing, for credit
toward payment of the Purchase Price, by wire transfer in accordance with joint
instructions given by Buyer and Seller to Escrow Agent and shall otherwise be
released to Seller or returned to Buyer in accordance with the terms hereof and
of the Escrow Agreement.
                                   Article 4.
                     Buyer's Representations and Warranties

     Buyer represents and warrants to Seller as follows:

     Section 4.1  Organization of Buyer. Buyer is a limited liability company
duly formed, validly existing, and in good standing under the laws of the State
of Delaware, and has all requisite limited liability company power and authority
to own and lease the properties and assets it currently owns and leases and to
conduct its activities as such activities are currently conducted. Buyer is, or
will prior to Closing be, duly qualified to do business as a foreign limited
liability company and is, or will prior to the Closing be, in good standing in
all jurisdictions in which the ownership or leasing of the Assets or the nature
of its activities in connection with the Systems would make such qualification