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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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2.4 (including, without limitation, as determined pursuant to Section 2.4(a) and
as mutually agreed by Buyer and Holdings) (such amount, the "Closing Cash
Payment"), less the aggregate amount paid to the Escrow Agent under clause (x)
and, if applicable, the Adjustment Escrow Agent under clause (y). None of the
Adjustment Escrow Amount will be available for any purpose, other than as
described in Section 2.5(b), and the Adjustment Escrow Amount shall not be
available to satisfy any obligations of Holdings pursuant to Section 10.

     2.5 Post-Closing Payment of Cash Consideration Adjustments.

     (a) Final Closing Statement. Within seventy-five (75) days after the
Closing Date, Buyer shall prepare and deliver to Holdings a written report (the
"Final Closing Statement") setting forth Buyer's final estimates of Closing Net
Liabilities and Closing Equivalent Subscribers to the extent not previously
determined pursuant to Section 2.4(a), determined in accordance with Section 2.3
and in accordance with the methodologies and the accounting policies and
practices consistent with those used in preparing the Preliminary Closing
Statement, and the Cash Consideration, as adjusted pursuant to Section 2.3. The
Final Closing Statement shall be prepared by Buyer in good faith and shall be
certified by Buyer to be, as of the date prepared, its good faith estimate of
the Closing Net Liabilities, Closing Equivalent Subscribers and Cash
Consideration, as so adjusted, as applicable. Buyer shall allow Holdings and its
agents access at all reasonable times after the Closing Date to copies of the
books, records and accounts of the Renaissance Companies and make available to
Holdings such information as Holdings reasonably requests to allow Holdings to
examine the accuracy of the Final Closing Statement. Within thirty (30) days
after the date that the Final Closing Statement is delivered by Buyer to
Holdings, Holdings shall complete its examination thereof and may deliver to
Buyer a written report setting forth any proposed adjustments to any amounts set
forth in the Final Closing Statement; provided, however, that if Buyer does not
comply with its obligations pursuant to the preceding sentence, such thirty (30)
day period shall run from the day after the date on which Buyer complies with
such obligations. After submission of the Final Closing Statement, Buyer shall
have no right to raise further adjustments in its favor and after submission of
Holdings' report of any proposed adjustments, Holdings shall have no right to
raise further adjustments in its favor. If Holdings notifies Buyer of its
acceptance of the amounts set forth in the Final Closing Statement, or if
Holdings fails to deliver its report of any proposed adjustments within the
period specified in the second preceding sentence, the amounts set forth in the
Final Closing Statement shall be conclusive, final and binding on the parties as
of the last day of such period. Buyer and Holdings shall use good faith efforts
to resolve any dispute involving the amounts set forth in the Final Closing
Statement. If Holdings and Buyer fail to agree on any amount set forth in the
Final Closing Statement within fifteen (15) days after Buyer receives Holdings'
report pursuant to this Section 2.5, (a) then Holdings shall retain the Referee
to make the final determination, under the terms of this Agreement, of any
amounts under dispute. 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, and a judgment may be entered thereon in any
court of competent jurisdiction; provided that in no event shall such resolution
result in (i) amounts less than the amounts therefor (in the case of
liabilities) or more than the amounts therefor (in the case of assets) set forth
in Holdings' written report pursuant to this