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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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obligations hereunder to consummate the transactions
contemplated hereby, and no event which would constitute a material breach of
the terms of this Agreement on the part of Seller or a Seller Subsidiary shall
have occurred or be continuing.

         (c)    Officer's Certificate. Buyer shall have received a certificate
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executed by an executive officer of Seller, dated as of Closing, reasonably
satisfactory in form and substance to Buyer, certifying that the conditions
specified in Sections 7.1(a) and (b) have been satisfied.

         (d)    Legal Proceedings. There shall be no Legal Requirement, and no
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Judgment shall have been entered and not vacated by any Governmental Authority
asserting competent jurisdiction in any Litigation or arising therefrom, which
enjoins, restrains, makes illegal, or prohibits consummation of the transactions
contemplated by this Agreement, and there shall be no Litigation pending or
threatened seeking, or which if successful would have the effect of, any of the
foregoing.

         (e)    HSR Act Compliance. All waiting periods under the HSR Act
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applicable to the transactions contemplated hereby shall have expired or been
terminated.

         (f)    Seller's Counsel Opinion. Buyer shall have received an opinion
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of Mary Carroll Huey, counsel to Seller, dated as of Closing, in the form of
Exhibit C.
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         (g)    Seller's FCC Counsel Opinion. Buyer shall have received an
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opinion of Bryan Cave, special communications counsel to Seller, dated as of
Closing, in the form of Exhibit D.
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         (h)    Consents.
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               (i) Buyer shall have received evidence, in form and substance
reasonably satisfactory to it, that there have been obtained all consents,
approvals and authorizations identified on Schedule 5.3 as "Material Consents",
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such consents to be final and effective in accordance with applicable Legal
Requirements, no longer subject to any statutory, administrative, judicial or
other waiting, appeal, reconsideration, publication or similar periods and to
otherwise be in form and substance reasonably satisfactory to Buyer and shall
not contain any changes, modifications, additions or conditions not consistent
with the provisions of Section 6.3(b); provided, however, that if this condition
has not been satisfied due solely to the failure to obtain all Material Consents
that are consents by the FCC to assignments of Licenses (other than CARS
Licenses), this condition shall be deemed to be satisfied if such consents to
assignment have been requested prior to Closing and Buyer is entitled to operate
such Licenses pursuant to conditional use authorizations until the FCC's consent
is received; and provided further that if this condition has not been satisfied
due solely to the failure to obtain all Material Consents with respect to
Franchises but (a) Material Consents with respect to Franchises have been
obtained which, when combined with Franchises for which transfer consent is not
required, cover at least 95% of the Subscriber Total as of

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