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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section.  Such notice shall be effective,
(i) if sent by facsimile transmission, when answer back is received, or (ii) if
mailed or sent by courier, upon the date of delivery or refusal as shown by the
return receipt therefor.

     Section 12.4 Entire Agreement; Amendments. This Agreement and the Schedules
and Exhibits hereto embody the entire agreement between the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect thereto. This Agreement may not be
modified orally, but only by an agreement in writing signed by the party or
parties against whom any waiver, change, amendment, modification, or discharge
may be sought to be enforced.

     Section 12.5 Binding Effect; Benefits; Assignments. This Agreement shall
inure to the benefit of and shall be binding upon the parties hereto and their
respective heirs, legal representatives, successors, and permitted assigns.
Neither Buyer nor Seller shall assign this Agreement or delegate any of its
duties hereunder to any other Person without the prior written consent of the
other, except that (a) Seller may assign this Agreement and delegate its duties
hereunder to any Affiliate without the consent of Buyer, provided that such
assignment shall not be permitted without the consent of Buyer if such
assignment would impair, hinder or delay the consummation of the transactions
contemplated hereby; and further provided that no such assignment shall relieve
Seller or Guarantor, as appropriate, of liability hereunder, and (b) Buyer (1)
may assign its obligations and rights under this Agreement, including the
obligations in respect of the Assumed Obligations and Liabilities and the rights
to receive the Bill of Sale and Assignment, Deeds, title certificates and bills
of sale relating to vehicles, and other instruments of conveyance hereunder, and
possession of the Assets, and the rights to indemnity, to one or more direct or
indirect wholly-owned Affiliates without the consent of Seller; provided that
such Affiliate or Affiliates agree(s) in writing to assume, pay, perform and
discharge the Assumed Obligations and Liabilities and to otherwise be bound by
the terms and conditions hereof; provided further that no such assignment shall
relieve Buyer of liability hereunder prior to Closing, but such assignment shall
relieve Buyer of all liabilities hereunder on and after the Closing; and
provided further that Buyer may not assign its obligation to issue the LLC
Interest to Seller or the right to receive a portion of the Assets from Seller
in consideration of the LLC Interest, and (2) may assign and/or delegate all or
any portion of its rights under this Agreement as collateral without the consent
of Seller.

     Section 12.6 Headings. The Section and other headings contained in this
Agreement are for reference purposes only and will not affect the meaning of
interpretation of this Agreement.

     Section 12.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.