Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
constitutes a breach by the other party of any of the representations or
warranties made by the other party in this Agreement or a default in the
performance of or compliance with any covenant, agreement or obligation required
to be performed or complied with hereunder prior to the Closing Date.

         (c)    Notwithstanding anything in this Agreement to the contrary, any
knowledge of Buyer obtained at any time of any breach of a representation or
warranty or covenant (however such knowledge was obtained) and any investigation
made at any time by or on behalf of Buyer, shall not diminish in any respect
whatsoever Buyer's right (before or after Closing) to rely on (and any rights or
remedies of Buyer in the event of the breach of) any representations,
warranties, covenants and agreements made by or on behalf of Seller pursuant to
this Agreement or in any certificate delivered pursuant hereto.

     Section 6.13  Commercially Reasonable Efforts.  Each party shall use
                   -------------------------------
commercially reasonable efforts to take all steps within its power, and shall
cooperate with the other party, to cause to be fulfilled those of the conditions
to the other party's obligations to consummate the transactions contemplated by
this Agreement that are dependent upon its actions, and to execute and deliver,
or cause the execution and delivery of, such instruments and take or cause to be
taken such other commercially reasonable actions as may be necessary to carry
out the intent of this Agreement and consummate the transactions contemplated
hereby.

     Section 6.14 Environmental Reports. Prior to the Closing Date, Buyer shall
                  ---------------------
have the right, at its sole cost, to conduct such environmental audits and
studies of the Real Property as it deems appropriate, including the preparation
of Phase I and Phase II environmental reports. Seller shall cooperate with all
reasonable requests of Buyer in connection with the preparation of such
environmental audits and studies, including furnishing information and allowing
Buyer and its consultants reasonable access to the parcels of Real Property
unless prohibited under System Contracts relating to such Real Property. The
parties agree to use commercially reasonable efforts to ensure to the extent
possible the attorney-client privilege treatment of all environmental audits and
studies conducted hereunder; provided that nothing herein shall be construed to
prevent Buyer from disclosing the contents of such audits and studies to its
lenders and other parties as may be necessary to carry out the intent of this
Agreement.

     Section 6.15 Access to Books and Records. Seller shall provide Buyer
                  ---------------------------
access and the right to copy during usual business hours upon reasonable prior
notice to Seller for a period of three years from the Closing Date any books and
records relating to the Assets but not included in the Assets. Buyer shall
provide Seller access and the right to copy during usual business hours upon
reasonable prior notice to Buyer for a period of three years after the Closing
Date any books and records relating to the Assets that are included in the
Assets.

     Section 6.16  Other Agreements.  Commencing promptly after the date hereof,
                   ----------------
Seller and Buyer shall cooperate in good faith to negotiate the terms of an
amended and

                                       33