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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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         (b)    Notwithstanding any other provision contained in this Agreement:

                (i)   in the event there is damage to the Assets which exceeds
$3,000,000 and which is not repaired, replaced or restored prior to a date which
is 90 days after the Outside Closing Date, Buyer, at its sole option upon
written notice to Seller: (A) may elect to consummate the Closing and accept the
Assets in their then current condition, in which event Seller shall assign or
pay to Buyer all proceeds of insurance theretofore received or to be received
covering the damaged Assets, and the Cash Consideration shall be reduced by an
amount equal to any applicable insurance deductible or retention, or (B)
terminate this Agreement, in which event Buyer and Seller shall stand fully
released and discharged of and from any and all obligations hereunder, except as
provided in Section 9.2.

              (ii)   in the event there is damage to the Assets which is less
than $3,000,000, Seller shall have the right to postpone Closing for a period of
up to 60 days and take steps to repair, replace or restore the damaged Assets.
At the end of such 60-day period or such earlier date as the parties may agree,
the parties shall, subject to satisfaction or waiver of the conditions set forth
in Article 7, proceed to Closing. If the damage to the Assets has not been fully
repaired, replaced or restored to the reasonable satisfaction of Buyer as of the
postponed Closing Date, Seller shall (A) reimburse Buyer, promptly after receipt
of invoices with supporting documentation, for all expenses reasonably incurred
by Buyer after Closing in using its commercially reasonable efforts to repair,
replace or restore such damaged Assets, and (B) pay Buyer an amount equal to the
product of (y) the Subscriber Valuation multiplied by (z) the number of Lost
Subscribers, if any. In determining whether the expenses referenced in
subsection (b)(ii)(A) of this Section 12.12 were reasonably incurred, the
parties shall take into account that time is of the essence in effecting such
repair, replacement or restoration and shall include extraordinary items such as
overtime. For purposes of this subsection, this purpose, a "Lost Subscriber"
shall mean a Subscriber (C) whose cable television service is adversely affected
by the damage to the Assets, (D) at whom Buyer has directed commercially
reasonable marketing efforts, and (E) who is not a Subscriber as of a date which
is 60 days after the date Buyer has fully repaired, restored or replaced the
damaged Assets; provided that for the purpose of this Section 12.12(b)(ii)(E),
subsection (i) of the definition of Individual Subscriber and subsection
(iii)(a) of the definition of Subscriber Equivalent shall be amended to delete
the requirement that a Subscriber must have been a subscriber for at least one
full month.


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