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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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     Companies. Holdings has delivered to Buyer true, correct and complete
copies of such Tax Returns (in the form filed). The Financial Statements reflect
an adequate reserve in accordance with GAAP (without regard to any amounts
reserved for deferred taxes) for all material unpaid Taxes payable by the
Renaissance Companies for all Tax periods and portions thereof through the date
of such Financial Statements. Unpaid Taxes of the Renaissance Companies (other
than (i) any Taxes referred to in Section 6.10(d) and (ii) Taxes attributable to
Buyer's actions on the Closing Date that are not in the ordinary course of
business) for all Pre-Closing Tax Periods shall be included as Current
Liabilities in the computation of Closing Net Liabilities to the extent that
such unpaid Taxes are not reflected on the Financial Statements. Except as
disclosed in Schedule 3.12, none of the Renaissance Companies has executed any
waiver or extension of any statute of limitations on the assessment or
collection of any Tax or with respect to any liability arising therefrom. Except
as disclosed in Schedule 3.12, none of the federal, state or local income Tax
Returns filed by the Renaissance Companies has been audited by any taxing
authority. Except as disclosed in Schedule 3.12, (i) neither the Internal
Revenue Service nor any other taxing authority has asserted, or to the best
Knowledge of Group, threatened to assert any deficiency or claim for additional
Taxes (other than sales, use and property Taxes in an aggregate amount not to
exceed $50,000) against, or any adjustment of Taxes (other than sales, use and
property Taxes in an aggregate amount not to exceed $50,000) relating to, any of
the Renaissance Companies and, to the best Knowledge of Group, no basis exists
for any such deficiency, claim or adjustment, and (ii) there are no proposed
reassessments of any property owned by any of the Renaissance Companies that
would affect the Taxes of any of the Renaissance Companies. None of the
Renaissance Companies has any liability for the Taxes of any person (other than
any Renaissance Company) pursuant to Section 1.1502-6 of the Treasury
Regulations promulgated under the Code or comparable provisions of any taxing
authority in respect of a consolidated, combined or unitary Tax Return. There
are no material Tax liens on any assets of the Renaissance Companies, other than
liens for current Taxes not yet due and payable and liens for Taxes that are
being contested in good faith by appropriate proceedings.

     (b) Except as disclosed in Schedule 3.12, none of the Renaissance Companies
was included or is includible in any consolidated, combined or unitary Tax
Return with any entity.

     (c) None of the Renaissance Companies has entered into any compensatory
agreements with respect to the performance of services which payment thereunder
would result in a non-deductible expense to such Renaissance Company pursuant to
Section 280G of the Code or an excise Tax to the recipient of such payment
pursuant to Section 4999 of the Code. No acceleration of the vesting schedule
for any property that is substantially unvested within the meaning of the
regulations under Section 83 of the Code will occur in connection with the
transactions contemplated by this Agreement.

     (d) No consent under Section 341(f) of the Code has been filed with respect
to any of the Renaissance Companies.