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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
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of the date thereof. Holdings shall make available to Buyer such information as
Buyer shall reasonably request relating to the matters set forth in the
Preliminary Closing Statement. If Buyer does not agree with the Closing Net
Liabilities, Closing Equivalent Subscribers or Cash Consideration set forth in
the Preliminary Closing Statement, then on or prior to the third day prior to
the date scheduled for the Closing, Buyer may deliver to Holdings a written
report (the "Preliminary Dispute Notice") setting forth in reasonable detail
Buyer's good faith estimates (supported by substantial evidence) of any amount
set forth in the Preliminary Closing Statement with which Buyer disagrees. In
the case of any such estimated amount set forth in the Preliminary Dispute
Notice, Holdings and Buyer shall endeavor in good faith to agree prior to the
Closing on the appropriate amount of such estimates to be used in calculating
the Closing Cash Payment (as defined below). If Holdings and Buyer do not agree
on any such amounts by the business day prior to the date scheduled for the
Closing, Holdings, at its election, may either:

          (a) Elect to postpone the Closing and retain Price Waterhouse Coopers
     (the "Referee") to make a determination as to the appropriate treatment for
     purposes of agreeing on estimates to be made at Closing of any amounts
     under dispute and the Closing shall thereafter take place on the third
     business day following resolution of such dispute, subject to satisfaction
     or waiver of all applicable conditions precedent. The Referee shall
     endeavor to resolve the dispute as promptly as practicable and the
     Referee's resolution of the dispute shall be final and binding on the
     parties for purposes of the estimates to be made at Closing; provided,
     however, that in no event shall such resolution result in (i) amounts less
     than the amounts therefor (in the case of liabilities) or greater than the
     amounts therefor (in the case of assets) set forth in the Preliminary
     Closing Statement or (ii) amounts greater than the amounts therefor (in the
     case of liabilities) or less than the amounts therefor (in the case of
     assets) set forth in the Preliminary Dispute Notice. The costs and expenses
     of the Referee and its services rendered pursuant to this Section 2.4 shall
     be borne one-half by Buyer and one-half by Holdings; or

          (b) Elect to proceed to Closing and cause Buyer, at the Closing, to
     deposit an amount in cash equal to the difference (the "Adjustment Escrow
     Amount") between the Cash Consideration, adjusted pursuant to Section
     2.3(a) and (b) that would be calculated using the estimates set forth in
     the Preliminary Closing Statement (with any changes thereto mutually agreed
     to by Buyer and Holdings) and the Cash Consideration adjusted pursuant to
     Section 2.3(a) and (b) that would be calculated using the estimates set
     forth in the Preliminary Dispute Notice (with any changes thereto mutually
     agreed to by Buyer and Holdings), to the Adjustment Escrow Agent, to be
     held and disbursed in accordance with the terms of the Adjustment Escrow
     Agreement and Section 2.5.

     At Closing, Buyer shall pay (x) to the Escrow Agent the sum of the
Indemnity Fund to be held by the Escrow Agent in escrow on behalf of Holdings in
accordance with the terms of the Indemnity Agreement and Section 10.4, (y) if
Holdings has made the election in clause (b) above, to the Adjustment Escrow
Agent, the Adjustment Escrow Amount to be held by the Adjustment Escrow Agent in
escrow on behalf of the parties in accordance with the terms of the Adjustment
Escrow Agreement and Section 2.5 and (z) to Holdings the amount of the Cash
Consideration adjusted pursuant to Section 2.3(a) and (b), as determined
pursuant to this Section