Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
accordance with the terms of this Section 6.18. Notwithstanding the absence of a
Franchise transfer Material Consent, unless Seller shall have elected to hold
the Nonconsent Franchise for the use and benefit of Buyer under subsection (c)
hereof or unless either party shall reasonably determine that such assignment
would violate the terms of the applicable Nonconsent Franchise, or System
Contract, License or Legal Requirement or subject Seller to liability under the
Nonconsent Franchise, System Contract, License or otherwise, Seller shall
assign, or shall cause a Seller Subsidiary to assign, to Buyer at Closing all
System Contracts and Licenses relating solely to, and all Tangible Personal
Property and Real Property located within the areas covered by, any Nonconsent
Franchises. To the extent not assigned at Closing, such System Contracts,
Licenses, Tangible Personal Property and Real Property shall be assigned
simultaneously with the assignment of the Nonconsent Franchise, free and clear
of all Liens except Permitted Liens.

         (b)    Unless subsection (c) hereof is applicable, Buyer and Seller
shall execute and deliver (or Seller shall cause the applicable Seller
Subsidiary to execute and deliver) a management agreement at Closing with
respect to each such Nonconsent Franchise (the "Management Agreement"). Each
Management Agreement will incorporate the following terms and such other terms
as the parties shall reasonably agree upon, acting in good faith: Buyer will
manage and operate the Nonconsent Franchise and the area, Subscribers and Assets
covered thereby in accordance with good business practices in the cable
television industry and will use its commercially reasonable efforts to perform
all actions necessary or appropriate to the management of the Nonconsent
Franchise and its operation; Buyer will bear the expenses relating to such
management and operations and retain the revenues derived therefrom, the net
cash flow from the management and operation of such Nonconsent Franchise, or
otherwise derived from or relating to such Nonconsent Franchise, being Buyer's
sole compensation for managing and operating the Nonconsent Franchise and the
area, Subscribers and Assets covered thereby; Buyer will indemnify Seller and
any Seller Subsidiary against Losses suffered or incurred by Seller or the
Seller Subsidiary resulting from Buyer's material breach of the Management
Agreement or Buyer's gross negligence or willful misconduct; and, the Management
Agreement will automatically terminate upon subsequent transfer of the
Nonconsent Franchise to Buyer. Upon receipt of consent to transfer the
Nonconsent Franchise, the same shall be assigned to Buyer, free and clear of all
Liens except Permitted Liens.

            (c) In the event Seller reasonably determines the terms of the
applicable Nonconsent Franchise or any Legal Requirement would prevent the
management and operation thereof by Buyer under a Management Agreement, then, at
Closing, in lieu of executing and delivering a Management Agreement, Seller or
the applicable Seller Subsidiary may hold, or Seller may cause a Seller
Subsidiary to hold, such Nonconsent Franchise for the use and benefit of Buyer
(each, a "Beneficial Arrangement"). In such event, Seller shall, or shall cause
a Seller Subsidiary to, (i) operate the Nonconsent Franchise in accordance with,
and otherwise comply with, the covenants set forth in Sections 6.1 and 6.2, (ii)
afford Buyer the economic benefits intended to be conferred by such Nonconsent
Franchise, and (iii) pay to Buyer the

                                       35