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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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         (h)    Other. Such other documents and instruments as shall be
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necessary or reasonably requested by Seller to effect the intent of this
Agreement and consummate the transactions contemplated hereby.


                                  Article 9.

                                  Termination
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     Section 9.1  Termination Events.  This Agreement may be terminated and the
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transactions contemplated hereby may be abandoned:

         (a)    at any time, by the mutual written agreement of Buyer and
Seller;

         (b)    by either Buyer or Seller upon written notice to the other, if
the other (the "Breaching Party") is in material breach or default of its
respective covenants, agreements, or other obligations herein, or if any of its
representations herein are not true and accurate in all material respects when
made or when otherwise required by this Agreement to be true and accurate;
provided, however, that (i) the Breaching Party is given prompt written notice
which provides a reasonably detailed explanation of the facts and circumstances
surrounding such breach or default and (ii) the Breaching Party is given 30 days
after receipt of such notice within which to cure such breach or default to the
reasonable satisfaction of the non-Breaching Party;

         (c)    by either Buyer or Seller upon written notice to the other, if
any conditions (other than those referred to in Section 9.1(b)) to its
obligations set forth in Sections 7.1 and 7.2, respectively, shall not have been
satisfied on or before the Outside Closing Date, for any reason other than a
material breach or default by such terminating party of its respective
covenants, agreements, or other obligations hereunder, or any of its
representations herein not being true and accurate in all material respects when
made or when otherwise required by this Agreement to be true and accurate;

         (d)    by either party if the terminating party is not in material
breach or default of the obligations hereunder and if Closing shall have not
occurred by the Outside Closing Date, upon written notice to the non-terminating
party at any time following such date; or

         (e)    as otherwise provided herein.

     Notwithstanding anything in this Section 9.1 to the contrary, if on the
Outside Closing Date, the Closing has not occurred solely because any required
notice period for Closing has not lapsed, such date shall be extended until the
lapse of such period.

     Section 9.2  Effect of Termination.
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         (a)    Notwithstanding any other provision of this Section 9.2, if the
transactions contemplated by this Agreement are terminated and abandoned as
provided herein: (i) each party shall pay the costs and expenses incurred by it
in connection with

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