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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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termination of such employee's employment with Buyer for any reason to provide
Seller with such notice of the date of termination in accordance with this
Section 6.4(f).

         (g)    For the sole purpose of assisting Buyer in the establishment of
employee benefit plans for the benefit of Hired Employees, Seller shall make
reasonably available to Buyer copies of current summary plan descriptions for
the Employee Benefit Plans.

     Section 6.5 WARN Act. Seller shall, and shall cause the Seller Subsidiaries
to, comply with the employee notification requirements, if applicable, of the
Federal Worker Adjustment and Retraining Notification Act (the "WARN Act").

     Section 6.6  Title Insurance.  Seller shall, and shall cause the Seller
Subsidiaries to, reasonably cooperate with Buyer if Buyer elects to obtain title
insurance policies on parcels of Real Property, it being understood that Buyer
shall have the sole responsibility for obtaining and paying for such policies.
The obtaining of title insurance shall not be a condition to the obligations of
Buyer to consummate the transactions contemplated hereunder.

     Section 6.7 HSR Act Compliance. As promptly as practicable after the date
of this Agreement, but in any event no later than 45 days after the date of this
Agreement, Buyer and Seller shall prepare and file proper premerger notification
forms and affidavits in connection with the transactions contemplated hereby, in
compliance with the HSR Act. If any Governmental Authority shall challenge the
transactions contemplated hereby, or request any additional filings or
information, neither Buyer nor Seller shall have any obligation to contest such
challenge or make or provide any such filing or information, and in any such
event each shall be entitled, at its option, to withdraw its filing and
terminate this Agreement; provided that Buyer and Seller shall use commercially
reasonable efforts to negotiate as promptly as practical with such Governmental
Authority regarding the scope and content of any such request for additional
filings, information or documentary material in an attempt to limit the scope
and content of any such request in such a manner as such party would determine
that compliance with such request would be commercially reasonable. Buyer and
Seller shall each pay one half of any applicable HSR filing fee.

     Section 6.8  Post-Closing Obtaining of Consents, Authorizations and
Approvals. Subsequent to Closing, each party shall continue to use its
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commercially reasonable efforts at its own expense to obtain in writing as
promptly as possible any consent, authorization or approval required to be
obtained by it that was not obtained on or before Closing, and deliver copies of
such, reasonably satisfactory in form and substance, to the other. The
obligations set forth in this subsection shall survive Closing and shall not be
merged in the consummation of the transactions contemplated hereby. From Closing
until each such consent, authorization or approval is obtained, each party shall
act as the agent for the other, and shall preserve the benefit of and enforce
the System Contract or other right to which such consent, authorization or
approval pertains to the fullest extent permissible under such System Contract
or other