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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         (i)    undertake such upgrades or rebuilds of the cable plant included
within the Systems as are requested by Buyer and approved by Seller in
accordance with Section 2.5(a)(iv); and

         (j)    cause all of the Franchises, Licenses, System Contracts and
Owned Real Property to be held by Seller or a Seller Subsidiary at or prior to

     Section 6.2  Certain Negative Covenants of Seller. Between the date hereof
and Closing, Seller shall not, and shall not permit the Seller Subsidiaries to,
solicit or participate in negotiations with (and Seller shall use its
commercially reasonable efforts to prevent any Affiliate, partner, director,
officer, employee or other representative or agent of Seller or the Seller
Subsidiaries from negotiating with, soliciting or participating in negotiations
with) any third party with respect to the sale of the Seller Subsidiaries, the
Assets or the Systems or any transaction inconsistent with those contemplated
hereby. Additionally, except as Buyer may otherwise consent in writing, or as
contemplated by this Agreement, between the date of this Agreement and Closing,
Seller shall not, and shall not permit the Seller Subsidiaries to, (a) modify,
terminate, renew, suspend, or abrogate any Franchise, License or material System
Contract; (b) enter into any new Contract relating to the Assets or the Systems,
except for any such Contract entered into in the ordinary course of business,
which Contract shall in no event involve material non-monetary obligations or
payments by or to Seller or any Seller Subsidiary exceeding $25,000 for any
individual Contract or $200,000 for all such Contracts in the aggregate; (c)
sell, assign, transfer or otherwise dispose of any of the Seller Subsidiaries or
Assets, except for (i) the disposition of obsolete or worn-out equipment; or
(ii) dispositions with respect to which such Assets are replaced with assets of
at least equal value; (d) other than increases attributable to promotions
granted in the ordinary course, grant any increase in the compensation of any
employee of the Systems, except in the ordinary course of business and
consistent with past practice and in no event exceeding (i) individually, 110.5%
of any employee's compensation as of the date hereof, or (ii) in the aggregate,
105% of the aggregate compensation payable to all System employees as of the
date hereof; or (e) enter into any transaction or permit the taking of any
action that would result in any of Seller's representations and warranties
contained in this Agreement not being true and correct when made or at Closing.

     Section 6.3  Certain Covenants of Buyer.
         (a)    Except as Seller may otherwise consent in writing, Buyer shall,
as soon as practicable and in any event within 30 days after the date of this
Agreement, make all filings, and exercise commercially reasonable efforts to
obtain in writing as promptly as practicable all approvals, authorizations and
consents, described on Schedule 4.3, and deliver to Seller copies thereof.

         (b)    Buyer shall use its commercially reasonable efforts to cooperate
with Seller in obtaining all necessary approvals, authorizations and Consents to
be obtained by Seller including, but not limited to, notifying Seller as
promptly as