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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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upon the Renaissance Company that is a party thereto and, to Group's Knowledge,
the other parties thereto in accordance with their terms, except to the extent
such enforceability may be affected by Enforceability Exceptions. Except as
disclosed in Schedule 3.8, the Renaissance Companies are in compliance with the
terms of the Franchises, FCC Licenses and Material Contracts, except for such
noncompliance which in the aggregate is immaterial to the Renaissance Companies,
taken as a whole, or would not prevent the operation of the business of the
Renaissance Companies as currently conducted, and, as of the date of this
Agreement, none of the Renaissance Companies has received any written notice
from a Franchising Authority, a consultant representing a Franchising Authority,
any state cable regulatory authority or the FCC to the effect that any of the
Renaissance Companies are not currently in compliance with the terms of the
Franchise granted by such Franchising Authority or with any FCC License. Except
as set forth in Schedule 3.8, a valid request for renewal has been timely filed
under Section 626(a) of the Cable Act with the proper Franchising Authority with
respect to each Franchise that has expired prior to, or will expire within
thirty months after, the date of this Agreement.

     3.9 Title to and Condition of Real Property and Tangible Personal Property.
Schedule 3.9 lists the street address for all Real Property owned in fee by any
of the Renaissance Companies as of the date of this Agreement (excluding
easements, rights-of-way, and similar authorizations) (the "Fee Properties"). A
true and correct copy of (i) each deed pursuant to which any of the Renaissance
Companies acquired any Fee Property, any survey and title insurance policies
issued to such Renaissance Company, (ii) any leases under which any Renaissance
Company is the lessor affecting such Fee Property or (iii) any other easements,
rights-of-way, covenants, conditions and restrictions, document or agreement
affecting title to such Fee Property (and, in the case of this clause (iii), in
the possession of the Renaissance Companies) have been delivered or made
available to Buyer. Schedule 3.9 lists the street address for the Real Property
leased by any of the Renaissance Companies, as lessee, as of the date of this
Agreement and sets forth the parties to the applicable lease and any amendments,
supplements or modifications thereto. Except as disclosed in Schedule 3.9: (a)
the Renaissance Company that owns a fee estate in a Real Property parcel has
good and marketable title thereto; (b) the Renaissance Company that owns any
material item of Tangible Personal Property has good and valid title thereto;
(c) the Renaissance Company that leases Real Property has a valid leasehold
interest therein (subject to expiration of such lease in accordance with its
terms), except to the extent that the failure to have any such valid leasehold
interests would not impair the operation of the Systems in any material respect;
and (d) the Renaissance Company that leases any material item of Tangible
Personal Property has a valid leasehold interest therein (subject to expiration
of such lease in accordance with its terms), in each case of (a), (b), (c) and
(d) above, free and clear of all Encumbrances, other than Permitted Encumbrances
and subject to the Legal Restrictions. Notwithstanding the express language of
this Section 3.9 or as may otherwise be provided in this Agreement, no
representation or warranty is being made as to title to the internal wiring,
house drops and unrecorded dwelling-unit easements, rights of entry or
rights-of-way held or used by the Renaissance Companies.