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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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     Section 4.2  Authority.  Buyer has all requisite limited liability company
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power and authority to execute, deliver, and perform this Agreement and
consummate the transactions contemplated hereby.  The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby, including the issuance of the LLC Interest to Seller by
Buyer, have been duly and validly authorized by all necessary limited liability
company action on the part of Buyer.  This Agreement has been duly and validly
executed and delivered by Buyer, and is the valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

     Section 4.3  No Conflict; Required Consents. Except as described in
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Schedule 4.3 or as will not have a material adverse effect on the ability of
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Buyer to perform its obligations hereunder, and subject to compliance with the
HSR Act, the execution, delivery, and performance by Buyer of this Agreement,
including the issuance of the LLC Interest to Seller in accordance with the
terms of this Agreement, do not and will not: (a) conflict with or violate any
provision of the Certificate of Formation of Buyer or the Operating Agreement;
(b) violate any provision of any Legal Requirement; (c) conflict with, violate,
result in a breach of, or constitute a default under any Contract to which Buyer
is a party or by which Buyer or the assets or properties owned or leased by it
are bound or affected, or (d) require any consent, approval, or authorization
of, or filing of any certificate, notice, application, report, or other document
with, any Governmental Authority or other Person.

     Section 4.4  Litigation.  Except for any Litigation or Judgment as may
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affect the cable television industry (national or regional) generally, there is
no Litigation or Judgment pending, or to the best of Buyer's knowledge,
threatened, in any court or before any Governmental Authority or any arbitrator,
by or against or affecting or relating to Buyer or any of its Affiliates and, to
Buyer's knowledge, no facts or circumstances exist which reasonably could be
expected to give rise to any such Litigation or Judgment, which, if adversely
determined, would restrain or materially hinder or delay the consummation of the
transactions contemplated by this Agreement or cause any of such transactions to
be rescinded.

     Section 4.5  Finders and Brokers.  Buyer has not employed any financial
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advisor, broker or finder or incurred any liability for any financial advisory,
brokerage, finder's or similar fee or commission in connection with the
transactions contemplated by this Agreement for which Seller will in any way
have any liability.

     Section 4.6  Full Access.  Buyer's representatives have received complete
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access to Seller and the Seller Subsidiaries' books and records and to the
facilities and the Assets of the Systems to the extent requested by Buyer, and
Seller and the Seller Subsidiaries have cooperated with Buyer to the end that
Buyer has been able to conduct its own inspection and investigation of the
Systems and the Assets to Buyer's satisfaction and has independently
investigated, analyzed and appraised the condition, value, prospects and
profitability thereof and such other pre-signing due diligence in

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