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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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then within ten days after notice (the "Notice") by the party entitled to such
indemnification (the "Indemnitee") to the other (the "Indemnitor") of such
demand, claim or Litigation, the Indemnitor shall have the option, at its sole
cost and expense, to retain counsel for the Indemnitee (which counsel shall be
reasonably satisfactory to the Indemnitee), to defend any such Litigation.
Thereafter, the Indemnitee shall be permitted to participate in such defense at
its own expense, provided that, if the named parties to any such Litigation
(including any impleaded parties) include both the Indemnitor and the Indemnitee
or, if the Indemnitor proposes that the same counsel represent both the
Indemnitee and the Indemnitor and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them, then the Indemnitee shall have the right to retain its own counsel
at the cost and expense of the Indemnitor, unless the Indemnitor shall
acknowledge in writing its indemnity obligation, in which event the retention by
Indemnitee of its own counsel shall be at its cost and expense. If the
Indemnitor shall fail to respond within ten days after receipt of the Notice,
the Indemnitee may retain counsel and conduct the defense of such Litigation as
it may in its sole discretion deem proper, at the sole cost and expense of the

         (b)    The Indemnitee shall provide reasonable assistance to the
Indemnitor and provide access to its books, records and personnel as the
Indemnitor reasonably requests in connection with the investigation or defense
of the indemnified Losses. The Indemnitor shall promptly upon receipt of
reasonable supporting documentation reimburse the Indemnitee for out-of-pocket
costs and expenses incurred by the latter in providing the requested assistance.

         (c)    With regard to Litigation of third parties for which Buyer or
Seller is entitled to indemnification under Sections 11.1 or 11.2, such
indemnification shall be paid by the indemnifying party upon: (i) the entry of a
Judgment against the Indemnitee and the expiration of any applicable appeal
period; (ii) the entry of an unappealable Judgment or final appellate Judgment
against the Indemnitee; or (iii) a settlement with the consent of the
Indemnitor, which consent shall not be unreasonably withheld, provided that no
such consent need be obtained if the Indemnitor fails to respond to the Notice
as provided in Section 11.3(a). Notwithstanding the foregoing, provided that
there is no dispute as to the applicability of indemnification, expenses of
counsel to the Indemnitee shall be reimbursed on a current basis by the
Indemnitor if such expenses are a liability of the Indemnitor.

     Section 11.4 Determination of Indemnification Amounts and Related Matters.

         (a)    Seller's liability under Section 11.1(a) shall be limited to
Losses exceeding $500,000 in the aggregate, and Seller's liability under
Sections 11.1(b), 11.1(c), 11.1(d) and 11.1(e) shall be limited to Losses
exceeding $100,000 in the aggregate (each, a "Deductible"), and Seller shall
have no liability under Section 11.1 for Losses constituting the Deductible.
Seller's liability under Section 11.1(a) shall be limited to Losses not
exceeding $26,000,000 in the aggregate. Notwithstanding anything to the contrary
in the foregoing, such limitations in this Section 11.4(a) shall