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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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the Closing Date, and (b) Material Consents with respect to Franchises listed on
Schedule 5.3 as Material Franchises have been obtained, then this condition
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shall be deemed to be satisfied.

                (ii) Buyer shall have received the consent of the FCC to have
the provisions of the Social Contract apply to the Systems after Closing, on
terms and conditions reasonably satisfactory to Buyer that shall be materially
consistent with the existing terms of the Social Contract, as reasonably applied
to Buyer and the Systems.

         (i)    Subscribers. As of Closing, the Systems shall serve, in the
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aggregate, a Subscriber Total of at least 114,002.

         (j)    Evidence of Necessary Actions. Seller shall have delivered to
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Buyer evidence reasonably satisfactory to Buyer to the effect that Seller has
taken and has caused the Seller Subsidiaries to have taken all action necessary
to authorize the execution of this Agreement and the consummation of the
transactions contemplated hereby.

         (k)    Other Documents. All other documents and other items required to
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be delivered under this Agreement to Buyer at or prior to Closing shall have
been delivered or shall be tendered at Closing.

     Section 7.2 Conditions to Seller's Obligations. The obligations of Seller
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to consummate the transactions contemplated by this Agreement shall be subject
to the following conditions, any one or more of which may be waived by Seller,
in its sole discretion:

         (a)    Accuracy of Representations and Warranties. The representations
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and warranties of Buyer in this Agreement (disregarding all qualifications and
exceptions contained therein relating to materiality, however phrased) shall be
true and accurate in all material respects at and as of Closing with the same
effect as if made at and as of Closing. except for changes contemplated under
this Agreement and except for representations and warranties made only at and as
of a certain date which shall have been true and correct in all material
respects as of such date.

         (b)    Performance of Agreements. Buyer shall have performed in all
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material respects all obligations and agreements and complied in all material
respects with all covenants in this Agreement to be performed and complied with
by it at or before Closing and no event which would constitute a material breach
of the terms of this Agreement on the part of Buyer shall have occurred and is
continuing.

         (c)    Officer's Certificate. Seller shall have received a certificate
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executed by an executive officer of Buyer, dated as of Closing, reasonably
satisfactory in form and substance to Seller, certifying that the conditions
specified in Sections 7.2(a) and (b) have been satisfied.

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