Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
to Seller or a Seller Subsidiary exceeding $25,000 individually or $200,000 for
all such Contracts in the aggregate and do not involve any material non-monetary
obligation, neither Seller nor any Seller Subsidiary is bound or affected by any
Contract that relates to any System. All Franchises, Licenses and System
Contracts (to the extent required to be listed) are listed on Schedule 2.1(b),
                                                              ---------------
(c), (d) and (e) and notwithstanding anything else contained herein to the
- ----------------
contrary. Schedule 2.1(e) lists all retransmission consents and leased access
          ---------------
agreements which are not Excluded Assets. Each of the Franchises, Licenses and
System Contracts set forth on the Schedules hereto is in full force and effect,
is validly held by Seller or another Person, will at Closing be held by Seller
or a Seller Subsidiary, and is valid, binding and enforceable in accordance with
its terms. Except as described on Schedule 5.5, there has not occurred (and
                                  ------------
there is not now existing) any material default by Seller or any Seller
Subsidiary nor, to Seller's knowledge, by any other Person under any of the
Franchises, Licenses or System Contracts. A request for renewal has been timely
filed pursuant to Section 626(a) of the Cable Act with the proper Governmental
Authority with respect to any Franchise expiring within 30 months after the date
of this Agreement. Other than Excluded Assets, the System Contracts comprise all
necessary Contracts to enable Seller or a Seller Subsidiary to carry on lawfully
and properly the business and operations of each of the Systems as presently
conducted. Except as set forth in Schedule 5.5: (d) Seller or a Seller
                                  ------------
Subsidiary has fulfilled or complied in all material respects with all promises
or commitments on the part of Seller or a Seller Subsidiary contained in any
Franchise, License or System Contract with respect to any System, including any
relating to capital improvements required under the Franchises or otherwise; and
(e) other than as required under the Social Contract, no written promises or
commitments which are to be fulfilled after the Closing Date have been made with
respect to capital improvements relating to the Systems. To Seller's knowledge,
with respect to the Systems, Seller and the Seller Subsidiaries are in
compliance in all material respects with the basic service tier relief and
equipment rates provisions of the Social Contract and, with respect to the
Systems, Seller and the Seller Subsidiaries are in compliance in all material
respects with the resolution of CPST rate cases, migrated product tiers and
customer refund provisions and infrastructure upgrade requirements of the Social
Contract, to the extent such provisions and requirements are applicable on, or
required to be performed on or before, the date hereof.

     Section 5.6  Litigation.  Except as set forth on Schedule 5.6, and except
                  ----------                          ------------
for any Litigation or Judgment as may affect the cable television industry
(national or regional) generally to the extent neither Seller nor any Seller
Subsidiary is named as a party therein or thereto, there is no Litigation or
Judgment pending or, to Seller's knowledge, threatened, in any court or before
any Governmental Authority or any arbitrators, by or against or affecting or
relating to Seller or any of its Affiliates, and, to Seller's knowledge, no
facts or circumstances exist which could reasonably be expected to give rise to
any such Litigation or Judgment, which, if adversely determined could adversely
affect the business, financial condition or operations of the Systems or the
ability of Seller or the Seller Subsidiaries to perform their obligations under
or arising out of this Agreement, or which seeks or could result in the
modification, revocation, termination, suspension, or other limitation of any of
the Franchises, Licenses or System Contracts

                                       19