Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
Requirements applicable to the Systems, including the Communications Act, the
Cable Act, the Copyright Act, the Occupational Safety and Health Act, all
Environmental Laws, and rules and regulations promulgated thereunder. Except as
described on Schedule 5.9, neither Seller nor any Seller Subsidiary has received
             ------------
any notice from the FCC of any violation of its rules and regulations insofar as
they apply to a System.

            (b)  Seller and the Seller Subsidiaries have used reasonable best
efforts to establish rates charged to customers that would be allowable under
rules and regulations promulgated by the FCC under the Cable Act, and any
authoritative interpretation thereof, if such rates were subject to regulation
by any Governmental Authority, including the local franchising authority and/or
the FCC, and, to Seller's knowledge, such rates as computed under the FCC's
rules and regulations are permitted rates except as set forth in Schedule 5.9.
                                                                 ------------
Except as set forth in Schedule 5.9, Seller has delivered to Buyer complete and
                       ------------
correct copies of all FCC 393 Forms and FCC 1200 Series Forms provided during
the last three years to franchising Governmental Authorities or the FCC with
respect to the Systems and copies of all material correspondence with any
Governmental Authority relating to rates charged to customers with respect to
the Systems, including, without limitation, copies of any pending complaints and
responses filed with the FCC with respect to any rates charged to customers of
the Systems.

            (c)  Seller or a Seller Subsidiary has deposited with the U.S.
Copyright Office all statements of account and other documents and instruments,
and paid all royalties, supplemental royalties, fees and other sums to the U.S.
Copyright Office under the Copyright Act, with respect to the business and
operations of the Systems as are required to obtain, hold and maintain the
compulsory license for cable television Systems prescribed in Section 111 of the
Copyright Act. To Seller's knowledge, there is no inquiry, claim, action or
demand pending before the U.S. Copyright Office or from any other party which
questions the copyright filings or payments made by Seller or a Seller
Subsidiary with respect to the Systems.

     Section 5.10 Financial and Operational Information. Seller has delivered to
                  -------------------------------------
Buyer an unaudited trial balance for the Systems as of June 30, 1997 and
unaudited statements of profit and loss of the Systems for the six-month period
then ended, and an unaudited trial balance for each of the Systems as of
December 31, 1996 and unaudited statements of profit and loss of each of the
Systems for the twelve-month period then ended (collectively, the "Financial
Statements"). Except as set forth on Schedule 5.10, and except for the absence
                                     -------------
of a statement of cash flows and footnotes and subject to normal recurring year-
end adjustments, which are not expected to be material in amount, the Financial
Statements were prepared in accordance with GAAP and present fairly the results
of operations of each of the Systems for the periods indicated. Except for (a)
liabilities disclosed or provided for (or otherwise described) in the Financial
Statements, and (b) liabilities incurred in the ordinary course of business
since the date of the most recent Financial Statements, neither Seller nor any
Seller Subsidiary has on the date hereof any material liabilities or obligations
relating to the Assets or the Systems which

                                       21