Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
  
         (d)    except in each case as may expressly constitute Assumed
Obligations and Liabilities pursuant to Section 2.3(d) and except in each case
as provided in Section 6.9 (if and to the extent applicable), any rate refund
liability to subscribers of the Systems arising out of or attributable to rates
for cable service to subscribers charged by Seller or any Seller Subsidiary
prior to the Adjustment Time and any losses arising out of or attributable to
Seller's or any Seller Subsidiary's failure to fully and timely perform its
obligations under the Social Contract which are required to be performed prior
to the Adjustment Time;

         (e)    the Employee Obligations;

         (f)    Taxes for which Seller is liable under Section 3.3 hereof; and

         (g)    the employment by Seller or any Affiliate of Seller, or services
rendered to Seller or any Affiliate of Seller by, any finder, broker, agency or
other intermediary, in connection with the transactions contemplated hereby, or
any allegation of any such employment or services.

     Section 11.2 Indemnification by Buyer. From and after Closing, Buyer shall
                  ------------------------
indemnify and hold harmless Seller, its Affiliates, and their respective
shareholders, partners, 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 Buyer 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 Buyer 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)    the Assumed Obligations and Liabilities;

         (d)    Taxes for which Buyer is liable under Section 3.3 hereof; and

         (e)    the employment by Buyer or any Affiliate of Buyer, or services
rendered to Buyer or any Affiliate of Buyer by, any finder, broker, agency or
other intermediary, in connection with the transactions contemplated hereby, or
any allegation of any such employment or services.

     Section 11.3  Indemnified Third Party Claim.
                   -----------------------------   

         (a)    If any Person not a party to this Agreement shall make any
demand or claim or file or threaten to file or continue any Litigation with
respect to which Buyer or Seller is entitled to indemnification pursuant to
Sections 11.1 or 11.2, respectively,

                                       47