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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
described in Section 7 hereof and (ii) the provisions of Article 9 hereof, the
closing of the transactions contemplated by this Agreement ("Closing") shall
take place on a date and at a time and location mutually determined by Seller
and Buyer that is within 10 business days after the date on which the conditions
to Closing set forth in Sections 7.1(e) and (h) and Section 7.2(e) and (g) have
been satisfied, or by mutual agreement, the last business day of the month
within or immediately after such 10-business-day period. Notwithstanding the
foregoing, to the extent that on the date otherwise scheduled for Closing, the
conditions precedent set forth in Sections 7.1(d) or 7.2(d) are not satisfied
(other than as a result of a permanent, non-appealable injunction prohibiting
the consummation of this Agreement), the Closing Date shall be postponed to a
date chosen mutually by Seller and Buyer not less than 5 nor more than 10 days
after the date on which the circumstances preventing such conditions from being
satisfied are no longer applicable. Subject to extension pursuant to the last
sentence of Section 9.1 and to Section 12.12, in no event shall the Closing take
place later than the date that is nine months from the date of this Agreement
(the "Outside Closing Date").

     Section 8.2 Seller's Obligations. At Closing, Seller shall deliver or cause
to be delivered to Buyer the following:

         (a)    Bill of Sale, Assignment and Assumption Agreement. Executed
counterparts of a Bill of Sale, Assignment and Assumption Agreement relating to
the Assets from each of Seller and each Seller Subsidiary in the form of Exhibit
- -
         (b)    Deeds. Deeds in form and substance reasonably satisfactory to
Buyer conveying to Buyer the Owned Real Property free and clear of all Liens
(except for Permitted Liens);

         (c)    FIRPTA Affidavit. FIRPTA Non-Foreign Seller Affidavit certifying
that Seller is not a foreign person within the meaning of Section 1445 of the
Code, reasonably satisfactory in form and substance to Buyer.

         (d)    Officer's Certificate. The certificate described in Section

         (e)    Seller's Counsel Opinion. Seller's counsel opinion described in
Section 7.1(f);

         (f)    Seller's FCC Counsel Opinion. Seller's FCC counsel opinion
described in Section 7.1(g);

         (g)    Vehicle Titles. Title certificates to all vehicles included
among the Assets, endorsed for transfer of title to Buyer, and separate bills of
sale therefor, if required by the laws of the states in which such vehicles are

         (h)    Operating Agreement. Executed counterparts of the Operating