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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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connection with the transactions contemplated by this Agreement in accordance
with the normal practice of Buyer; provided that notwithstanding any such
access, inspection or investigation, Buyer shall be entitled to rely on all
representations, warranties, covenants and agreements of Seller set forth herein
and shall not be deemed by virtue of such access, inspection or investigation,
to have waived any of its rights hereunder.

     Section 4.7 Offering.  Subject to the accuracy of Seller's representations
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in Sections 5.19 and 5.20 hereof, the issuance of the LLC Interest to be issued
in conformity with the terms of this Agreement constitutes a transaction exempt
from the registration requirements of Section 5 of the Securities Act and
similar requirements of any state securities or "blue sky" Legal Requirements.
                       
                                   Article 5.
                    Seller's Representations and Warranties
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     Seller represents and warrants to Buyer as follows:

     Section 5.1  Organization and Qualification of Seller and Seller
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Subsidiaries. Seller is a corporation duly organized, validly existing, and in
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good standing under the laws of the State of Delaware, Picayune Cablevision,
Inc. is a corporation duly organized, validly existing and in good standing
under the laws of the State of Mississippi, and Cablevision Industries of
Louisiana Partnership is a general partnership duly organized and validly
existing under the laws of the State of Louisiana. Each of Seller and each
Seller Subsidiary has all requisite corporate or partnership 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. Seller and
Picayune Cablevision, Inc. are duly qualified to do business as a foreign
corporations and are in good standing in all jurisdictions in which the
ownership or leasing of the Assets or the nature of their activities in
connection with the Systems makes such qualification necessary.

     Section 5.2  Authority.  Seller has all requisite corporate power and
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authority to execute, deliver, and perform this Agreement and each of Seller and
each Seller Subsidiary has all requisite corporate or partnership power and
authority to consummate the transactions contemplated hereby.  The execution,
delivery, and performance of this Agreement by Seller and the consummation of
the transactions contemplated hereby on the part of Seller and each Seller
Subsidiary have been duly and validly authorized by all necessary action on the
part of Seller and each Seller Subsidiary.  This Agreement has been duly and
validly executed and delivered by Seller, and constitutes the legal, valid and
binding obligation of Seller, enforceable against Seller 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 5.3  No Conflict; Required Consents. Except as described on Schedule
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5.3 and subject to compliance with the HSR Act, the execution, delivery, and
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