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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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set forth on the Schedules hereto. Except as set forth on Schedule 5.6, neither
Seller nor any Seller Subsidiary is in default or violation, and, to Seller's
knowledge, no event or condition exists, which with notice or lapse of time or
both, could become or result in a default under or violation of, any Judgment
issued against Seller or any Seller Subsidiary in connection with the Systems.

    Section 5.7  Tax Returns; Other Reports.  Seller has timely filed or caused
to be filed all federal, state, local, and foreign tax returns and other tax
reports relating to the Systems that are required to be filed on or prior to the
date hereof, and has timely paid or caused to be paid all Taxes including those
shown thereon to be due and payable, the failure to file or pay which could
affect or result in the imposition of a Lien upon any Asset. Other than the
sales tax audits or notices thereof with respect to Seller or the Seller
Subsidiaries' operation of the Systems which are listed on Schedule 5.7, 
neither Seller nor any Seller Subsidiary has received any notice of
deficiency or assessment of proposed deficiency or assessment from any taxing
Governmental Authority pertaining to the Systems.

    Section 5.8  System Information.  Schedule 5.8 sets forth a materially true
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and accurate description of the following information:

            (a)  the approximate number of miles of plant included in the Assets
as of September 30, 1997;

            (b)  the number of basic and tier subscribers and pay units (as
defined in Schedule 5.8) served by each of the Systems as of September 30, 1997;

            (c)  a description of basic and optional or tier services available
from the Systems and the rates charged by Seller or a Seller Subsidiary for

            (d)  the stations and signals carried by the Systems and the channel
position of each such signal and station;

            (e)  the MHz capacity of the Systems; and the channel capacity of
the Systems; and

            (f)  the franchising Governmental Authorities that have filed FCC
Forms 328 with the FCC, pursuant to Section 623(a)(3) of the Communications Act,
to regulate basic cable rates of the Systems, and any pending complaints (Form
329) on file with the FCC relating to the Systems.

Notwithstanding any other provision of this Agreement, the representations and
warranties in Section 5.8 shall survive Closing for a period of sixty days.

     Section 5.9 Compliance with Legal Requirements.
            (a)  Except as described on Schedule 5.9, Seller and each Seller
Subsidiary has complied and is in compliance in all material respects with all