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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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of Seller, no party is seeking such a franchise or other operating authority,
and (iii) there are no multi-point distribution systems, multi-channel multi-
point distribution systems, wireless cable systems, or to the knowledge of
Seller, satellite master antenna systems operating in the areas for which Seller
or any Seller Subsidiary holds a Franchise, and, to the knowledge of Seller, no
party intends or is seeking to construct or operate any of the foregoing.

     Section 5.18 No Other Commitment. No material part of any of the Systems or
the Assets is directly or indirectly subject in any manner to any oral or
written commitment or any arrangement for the sale, transfer, assignment or
disposition thereof, in whole or in part, except pursuant to this Agreement.

     Section 5.19 Experience. Seller has substantial experience in evaluating
and investing in private placement transactions of securities of companies
similar to Buyer so that it is capable of evaluating the merits and the risks of
its investment in Buyer and has the capacity to protect its own interests.

     Section 5.20 Investment.  Seller is an "accredited investor" within the
meaning of Rule 501 promulgated under the Securities Act.  Except for transfers
to Affiliates, Seller is acquiring the LLC Interest for investment for its own
account, not as a nominee or agent, and not with the view to, or for the resale
in connection with, any distribution thereof.  Seller understands that the LLC
Interest has not been, and will not be, registered under Section 5 of the
Securities Act or under any applicable state securities or "blue sky" Legal
Requirement by reason of a specific exemption from the registration provisions
of the Securities Act, the availability of which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of
Seller's representations as expressed in this Section 5.20.

     Section 5.21 Disclosure of Information. Seller believes it has received all
of the information it considers necessary or appropriate for deciding whether to
acquire the LLC Interest, and further represents that it has had an opportunity
to ask questions and receive answers from Buyer regarding the terms and
conditions of the LLC Interest and the business, properties, and financial
condition of Buyer. Seller acknowledges that Buyer has not made any
representations concerning the tax consequences of acquisition and ownership of
the LLC Interest, the prospects or projected financial performance of Buyer or
other matters concerning Buyer except as specifically set forth in this
Agreement and the Operating Agreement. The foregoing does not limit or modify
the representations or warranties of Buyer in Article 4 of this Agreement or as
may be contained in the Operating Agreement or the right of Seller to rely