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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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         (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 hereby, 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)    Buyer's Counsel Opinion. Seller shall have received an opinion
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of Dow, Lohnes & Albertson, counsel to Buyer, dated as of Closing, in the form
of Exhibit E.
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         (g)    Consents.
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                (i)  Seller 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 4.3 as Material Consents;
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provided, however, if this condition is not satisfied due solely to the failure
to obtain all Material Consents with respect to Franchises but 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 the Closing Date, then this condition shall be deemed
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 Seller that shall be materially
consistent with the existing terms of the Social Contract.

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

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


                                  Article 8.

                                    Closing
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         Section 8.1 Closing; Time and Place. Subject to (i) the satisfaction
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or, to the extent permissible by law, waiver (by the party for whose benefit the
Closing condition is imposed) on or prior to the date scheduled for Closing of
the Closing conditions

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