Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
                                  Article 6.

                                   Covenants
                                   ---------

     Section 6.1  Certain Affirmative Covenants of Seller.  Except as Buyer may
                  --------------------------------------- 
otherwise consent in writing, between the date of this Agreement and Closing,
Seller shall:

         (a)    (i) operate the Systems, and cause the Systems to be operated,
in the ordinary course of business in accordance with past practices; (ii)
maintain the tangible Assets, and cause the tangible Assets to be maintained, in
their current condition and repair, ordinary wear excepted and maintain
inventories of spare parts, converters and expendable supplies at levels
sufficient to permit the continued maintenance and operation of the Systems for
at least a 30 day period; (iii) perform all of its obligations, and cause each
Seller Subsidiary to perform all of its obligations, under all of the
Franchises, Licenses and System Contracts without material breach or default;
(iv) operate the Systems, and cause the Systems to be operated, in material
compliance with applicable Legal Requirements; (v) use its commercially
reasonable efforts, and cause the Seller Subsidiaries to use commercially
reasonable efforts, to preserve the business of each of the Systems and present
relationships with Subscribers, Governmental Authorities and others having
business relations with Seller or any Seller Subsidiary; and (iv) continue to
implement Seller and Seller Subsidiaries' procedures for disconnection and
discontinuance of service of subscribers whose accounts are delinquent in
accordance with those in effect on the date of this Agreement;

         (b)    give to Buyer and its counsel, accountants, and other
representatives, access upon reasonable prior notice during normal business
hours to the Systems, the Real Property, the other Assets and Seller and Seller
Subsidiaries' books and records relating to the Systems;

          (c)    as soon as practicable after the date of this Agreement and in
any event within 30 days after the date of this Agreement, and at its expense,
make all filings, including the simultaneous filing of FCC Forms 394 with all
other FCC Forms 394 filed by Seller hereunder, as necessary in order to transfer
any Franchises to Seller or a Seller Subsidiary at or prior to Closing, and
exercise commercially reasonable efforts to obtain in writing as promptly as
practicable all approvals, authorizations and consents described on Schedule
                                                                    --------
5.3, and deliver to Buyer copies thereof promptly upon receiving them; provided
- ---
that "commercially reasonable efforts" for this purpose shall not require Seller
to undertake any measures which in the reasonable opinion of Seller are
extraordinary or unreasonable to obtain such approvals and consents, including
the initiation or prosecution of legal proceedings or the payment of fees in
excess of normal and usual filing and processing fees; provided, further, that
the costs and expenses associated with the performance after the Closing Date of
obligations which are required by a third party as a condition of granting its
consent or approval and which obligations are accepted by Buyer (which
obligations shall be accepted or rejected by Buyer in accordance with the terms
of this Agreement) shall be borne solely by Buyer. If Buyer's

                                       25