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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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cooperation is required to obtain such consents, Buyer shall be responsible for
its own out-of-pocket costs in connection therewith;

         (d)    promptly deliver to Buyer copies of any reports with respect to
the operation of the Systems regularly prepared by Seller or any Seller
Subsidiary at any time from the date hereof until Closing including, within 20
days after the end of each calendar month, a statement of income and expenses
for the month just ended (prepared in accordance with GAAP, except for the
absence of footnotes and subject to usual and customary year-end adjustments)
and such other financial and operational information (including information on
Subscribers, and payables and receivables as reflected on the balance sheet) as
Buyer may reasonably request;

         (e)    promptly inform Buyer in writing of any material adverse change
in the condition (financial or otherwise), operations, assets, liabilities,
business or prospects of the Systems. Notwithstanding the disclosure to Buyer of
any such material adverse change, Seller shall not be relieved of any liability
for, nor shall the providing of such information by Seller to Buyer be deemed a
waiver by Buyer of, the breach of any representation or warranty of Seller
contained in this Agreement;

         (f)    continue to carry and maintain in full force and effect its
existing casualty and liability insurance through and including the Closing

         (g)    implement the increases in basic and CPST rates for cable
services at the times and in the full amounts set forth in the column entitled
"Proposed Total" in the Atlanta Division 1998 Rate Increases Sheet for Systems
located in Louisiana and Mississippi and in the column entitled "New (after
increase)" in the rate sheets for the Systems located in Tennessee, as set forth
in Schedule 6.1(g). Seller will adjust the basic and CPST rates currently stated
in Schedule 6.1(g) in each of the Systems so that as of January 1, 1998, the
rates are at or below maximum permitted basic and CPST rates, and will result in
rate adjustments for all of the Systems which in the aggregate are equal to the
total "Proposed Total" and total "New (after increase)" rates for the Louisiana
and Mississippi Systems and for the Tennessee Systems, respectively, as set
forth in Schedule 6.1(g). Seller shall provide Buyer with all relevant FCC Forms
1200, 1205, 1210, and 1240 whether or not submitted to any Governmental
Authority or the FCC, which the Seller used to determine the rates of each of
the Systems on the Closing Date pursuant to the FCC's regulations. Seller shall
cooperate with Buyer in providing any additional information subsequent to the
Closing Date which may be necessary to complete any FCC Form used to determine
the rates in effect on the Closing Date, and Seller will take all actions
necessary under the FCC's rules to notify subscribers in each relevant System of
the rate adjustment required pursuant to this paragraph;

         (h)    take all actions necessary or appropriate to remain in
compliance with the Social Contract;