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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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practicable after the date hereof of its wholly-owned Affiliate or
Affiliates, if any, who will take title to the Assets, attending meetings with
the parties who must provide such approvals, authorizations and consents and by
providing the appropriate financial statements, insurance certificates and
surety bonds required to obtain such approvals, authorizations and consents;
provided that "commercially reasonable efforts" for this purpose shall not
require Buyer to take any measures which in the reasonable opinion of Buyer are
extraordinary or unreasonable to obtain any Consents, including, without
limitation, under no circumstances shall Buyer be required to (i) make any
payments to any Person from whom such Consents are sought; (ii) accept any
conditions which in the reasonable judgment of Buyer it considers materially
adverse; or (iii) accept any changes, modifications or additions in the terms of
the document or instrument for which a Consent is sought if Buyer, in its
reasonable judgment, concludes that such changes, modifications or additions
would make such document or instrument materially more onerous upon Buyer than
the existing terms of such document or instrument. Buyer shall have the right to
request in connection with seeking and as a part of any Consent a consent by the
relevant party to the grant of a security interest in such underlying document
or instrument by Buyer (or its Affiliates) to their lenders; provided that Buyer
shall withdraw such request if the relevant party refuses to consent to the
grant of a security interest.

         (c)    Promptly after the date hereof, Buyer shall apply for a U.S.
Taxpayer Identification Number. Buyer shall inform Seller of such number
promptly after it is assigned.

     Section 6.4  Employee Matters.
                  ----------------   

         (a)    Except for employees of the Systems who are retained as
employees of Seller or a Seller Subsidiary and reassigned as of Closing, Seller
or the Seller Subsidiaries shall terminate the employment of all of the
employees who primarily render services to the Systems immediately prior to
Closing. Seller shall be responsible for and shall cause to be discharged and
satisfied in full all amounts owed to any employee of Seller or the Seller
Subsidiaries who primarily render services to the Systems through the Adjustment
Time, including wages, salaries, accrued vacation, amounts owed under any
employment, incentive, compensation or bonus agreements, or other benefits or
payments under the Benefit Arrangements and Employee Benefit Plans including
severance payments, (collectively, the "Employee Obligations").

         (b)    Buyer may offer employment to any or all of the employees of
Seller or the Seller Subsidiaries who primarily render services to the Systems
as of the Closing Date. Not later than 30 days (or such longer period as may be
required to comply with the WARN Act) prior to the first anticipated Closing
Date, Buyer shall deliver to Seller a written notice containing the names, if
any, of employees of the Systems whom Buyer intends to hire after the Closing
Date, and each such employee who accepts employment with Buyer as of the Closing
Date is hereinafter referred to as a "Hired Employee". Not later than 15 days
after delivering such written notice to Seller, Buyer shall notify those
employees whom Buyer intends to hire after the Closing

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