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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby by Seller and the Seller Subsidiaries do not and will not:
(a) conflict with or violate any provision of the Articles of Incorporation or
Bylaws or Partnership Agreement, as the case may be, of Seller or any Seller
Subsidiary; (b) violate any provision of any Legal Requirement; (c) conflict
with, violate, result in a material breach of, or constitute a default under any
Contract to which Seller or any Seller Subsidiary is a party or by which Seller
or any Seller Subsidiary or the assets or properties owned or leased by it are
bound or affected or create any Lien upon or relating to the Assets or the
Systems; or (d) require any consent, approval or authorization of, or filing of
any certificate, notice, application, report, or other document with
(individually, any of the foregoing, a "Consent" and collectively "Consents"),
any Governmental Authority or other Person, except for such consents, approvals,
authorizations or filings the absence of which would not prevent, materially
delay or make unduly burdensome the consummation of the transactions
contemplated hereby.  Except for the Consents described in Schedule 5.3 and
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subject to compliance with the HSR Act, no Consent from any Governmental
Authority or other Person is required (e) to permit Seller or any Seller
Subsidiary to assign or transfer the Assets to Buyer (without any default or
violation under or in respect of such Assets and without causing any
acceleration or termination of any of such Assets); or (f) to permit Buyer to
conduct the business or operations of the Systems in the same manner as such
business or operations are presently conducted.

     Section 5.4  Title to and Physical Condition of Assets. Except for
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Permitted Liens and except as set forth on Schedules 2.1(b) and 5.4, Seller or
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the Seller Subsidiaries have good title to (or in the case of Assets that are
leased, valid leasehold interests in) all of the Tangible Personal Property and
good and marketable title to all of the Real Property, in each case free and
clear of all Liens. The amount of the Systems' inventory as of Closing will be
sufficient to permit the continued maintenance and operation of the Systems for
at least a 30-day period. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO
WARRANTIES, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PHYSICAL CONDITION OF THE ASSETS, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WILL CONVEY OR CAUSE
TO BE CONVEYED THE ASSETS TO BUYER AT CLOSING "AS IS"; PROVIDED THAT AT CLOSING
THE ASSETS SHALL BE IN THE SAME OPERATING CONDITION AND REPAIR AS OF THE DATE OF
EXECUTION OF THIS AGREEMENT, ORDINARY WEAR AND TEAR EXCEPTED.

     Section 5.5  Franchises, Licenses, and System Contracts. Except as
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described on Schedule 2.1(e), Seller has delivered to Buyer true and complete
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copies of each of the Franchises, Licenses, and System Contracts and all
amendments, assignments and consents thereto. Except as set forth on Schedules
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2.1(b), 2.1(c), 2.1(d) and 2.1(e), and except for Excluded Assets and (a)
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Contracts with Individual Subscribers for cable service in the ordinary course
of business which may be canceled without penalty by Seller or a Seller
Subsidiary; (b) other Contracts terminable at will by Seller or a Seller
Subsidiary, without penalty; and (c) Contracts that do not contemplate payments
by or

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