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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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agents or Affiliates shall have any liability to the Seller for any breach of
this Agreement by Buyer.

                                  Article 10.

                                   Remedies
                                   --------

     Section 10.1 Remedies Cumulative. Subject to the other provisions of this
                  -------------------
Agreement limiting any remedies of the parties under certain circumstances,
including Section 9.2(c) hereof, prior to Closing, all rights and remedies under
this Agreement are cumulative of, and not exclusive of, any rights or remedies
otherwise available, and the exercise of any of such rights or remedies shall
not bar the exercise of any other rights or remedies. After Closing, the
parties' respective rights and remedies with respect to any material breach or
default of the covenants, agreements or obligations hereunder shall be limited
to those set forth in Article 11 of this Agreement.

     Section 10.2 Attorneys' Fees. Subject to the other provisions of this
                  ---------------
Agreement limiting any remedies of the parties under certain circumstances,
including Section 9.2(c) hereof, in the event of any Litigation between Seller
and Buyer with respect to this Agreement or the transactions contemplated
hereby, the party prevailing under such Litigation shall be entitled, as part of
the Judgment rendered in such Litigation, to recover from the other party its
reasonable attorneys' fees and costs and expenses in such litigation.


                                  Article 11.

                                Indemnification
                                ---------------

     Section 11.1 Indemnification by Seller. From and after Closing, Seller
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shall indemnify and hold harmless Buyer, its Affiliates, and their respective
members, partners, shareholders, officers and directors, employees, agents, and
representatives, and any Person claiming by or through any of them, as the case
may be, from and against any and all Losses arising out of or resulting from:

         (a)    any representations and warranties made by Seller in this
Agreement or in any document, instrument or certificate delivered in connection
herewith not being true and accurate in all material respects when made or when
required by this Agreement to be true and accurate;

         (b)    any failure by Seller to perform, or to cause any Seller
Subsidiary to perform, in all material respects any of its covenants,
agreements, or obligations in this Agreement or in any document, instrument or
certificate delivered in connection herewith;

         (c)    all liabilities and obligations arising out of or relating to
     the operation of the Systems prior to the Adjustment Time;

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