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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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this Agreement, and no party (or any of its officers, directors, employees,
agents (or representatives or shareholders) shall be liable to any other party
for any costs, expenses or damages except as expressly specified herein; (ii)
each party shall redeliver all documents, work papers and other material of the
other party relating to the transactions contemplated hereby, whether so
obtained before or after the execution hereof, to the party furnishing the same;
(iii) all confidential information received by either party hereto with respect
to the business of the other party or any of its Affiliates shall be treated in
accordance with Section 6.10 hereof; and (iv) neither party hereto shall have
any liability or further obligation to the other party to this Agreement except
(x) as stated in Sections 6.10, 9.2, 10.2, 12.1 and 12.8; (y) as stated in
subparagraphs (i) and (ii) of this Section 9.2(a); and (z) to the extent
applicable, as set forth in Sections 9.2(b) and (c) below.

         (b)    If both (i) this Agreement is terminated pursuant to Section 9.1
by any party for any reason and (ii) (a) if Seller shall be in breach in a
material respect of any of its representations and warranties made herein or its
covenants or agreements made herein or (b) neither Buyer nor Seller shall be in
breach in a material respect of any of their representations and warranties made
herein or their covenants or agreements made herein, then and in that event, the
Escrow Deposit (and all interest and earnings thereon) shall be returned to
Buyer and if Seller shall be in breach in a material respect of any of its
representations and warranties made herein or its covenants or agreements made
herein, then and in that event, Buyer shall have the right to seek all remedies
available to it at law or equity, including the right to seek specific
performance and/or monetary damages. In recognition of the unique character of
the property to be sold hereunder and the damages which Buyer will suffer in the
event of a breach by Seller, Seller hereby waives any defense that Buyer has any
adequate remedy at law for the breach of this Agreement by Seller. In the event
of such breach by Seller which results in the filing of a lawsuit by Buyer for
damages, and Buyer shall prevail in such lawsuit, Buyer shall be entitled to
reimbursement by the Seller of reasonable legal fees and expenses actually
incurred by Buyer.

         (c)    If both (i) this Agreement is terminated pursuant to Section 9.1
by any party for any reason and (ii) if Buyer shall be in breach in a material
respect of its representations and warranties made herein or its covenants or
agreements made herein, all conditions precedent set forth in Section 7.1 have
been satisfied, and Seller stands ready, willing and able to perform its
obligations under this Agreement, then and in that event, Seller shall have the
right to receive the Escrow Deposit (and interest and earnings thereon) as
liquidated damages and as the exclusive remedy of Seller (which aggregate amount
the parties agree is a reasonable estimate of the damages that will be suffered
by Seller and does not constitute a penalty, the parties hereby acknowledging
the inconvenience and nonfeasibility of otherwise obtaining an adequate remedy).
Notwithstanding anything in this Agreement to the contrary, except for the right
to receive the Escrow Deposit (and interest and earnings) in accordance with and
subject to the provisions of this Agreement, Seller shall not have any right
against Buyer (or any of its officers, directors, shareholders, employees,
agents, representatives or Affiliates) and neither Buyer nor any of its
officers, directors, shareholders, employees, partners,

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