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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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disclosed in Schedule 3.11, the Renaissance Companies have complied in all
material respects with all written and bona fide requests or demands received
from television broadcast stations to carry or to terminate carriage of a
television broadcast signal on a System.

     (e) Rate Regulatory Matters. Schedule 3.11 sets forth a list of all
Governmental Authorities that are certified to regulate rates of the Systems
pursuant to the Cable Act and FCC Regulations as of the date of this Agreement.
No pending rate complaints have been filed with the FCC against the Systems
according to the FCC's log dated January 1, 1999, which reflects rate complaints
filed through December 31, 1998. Except as disclosed in Schedule 3.11, as of the
date of this Agreement, none of the Renaissance Companies has received any
written notice and, to Group's Knowledge, any notice (other than written notice)
from any Governmental Authority that it has any obligation or liability to
refund to subscribers of the Systems any portion of the revenue received by such
Renaissance Company from subscribers of the Systems (excluding revenue with
respect to deposits for converters, encoders, decoders and related equipment and
other prepaid items) that has not been resolved. Buyer and Charter acknowledge
that, except as expressly warranted in this Section 3.11(e), Group is not making
any representation or warranty regarding any Rate Regulatory Matter and Buyer
and Charter shall not be entitled to make any claim against Holdings or Group
arising out of or relating to any Rate Regulatory Matter, except as provided in
Section 10.2(b).

     (f) Insurance. The Systems and Assets are insured against claims, loss or
damage in amounts generally customary in the cable television industry and
consistent with the Renaissance Companies' past practices. All such policies are
with financially sound insurers and are each outstanding and in full force and
effect on the date hereof. As of the date hereof, no insurance carrier has
denied any claim for insurance made by any Renaissance Company in respect of any
of the Systems and Assets or refused to renew any policy issued in respect of
any of the Systems and Assets.

     (g) Right of First Refusal. Except as disclosed in Schedule 3.11, no Person
(including any Governmental Authority) has any right to acquire any interest in
any of the Systems (including, without limitation, any right of refusal or
similar right), other than rights of condemnation or eminent domain afforded by
law or upon the termination of or default under any Franchise.

     3.12 Taxes.

     (a) The Renaissance Companies have filed or have caused to be filed in a
timely manner all required Tax Returns with the appropriate Governmental
Authorities in all jurisdictions in which such Tax Returns are required to be
filed by the Renaissance Companies (except Tax Returns for which the filing date
has not expired or has been extended and such extension period has not expired),
and all Taxes shown on such Tax Returns (other than sales, use and property
Taxes in an aggregate amount not to exceed $50,000) have been properly accrued
or paid to the extent such Taxes have become due and payable. Schedule 3.12
lists all jurisdictions where material Tax Returns are required to be filed with
respect to the Renaissance