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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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     3.1 Organization and Authority. Each of the Renaissance Companies (other
than Renaissance Capital) set forth in Schedule 3.1 is a limited liability
company duly formed, validly existing and in good standing under the laws of the
State of Delaware. Renaissance Capital is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. Each of
the Renaissance Companies has the requisite limited liability company or
corporate (as the case may be) power and authority to own, lease and operate its
properties, to carry on its business in the places where such properties are now
owned, leased or operated and in the manner in which such business is now
conducted, and to execute, deliver and perform this Agreement and the other
Transaction Documents to which it is a party according to their respective
terms.

     3.2 Authorization and Binding Obligation. The execution, delivery and
performance by Group of this Agreement and the other Transaction Documents to
which it is a party have been duly authorized by all necessary limited liability
company or corporate (as the case may be) action on its part. This Agreement and
the other Transaction Documents to which each Renaissance Company is a party
have been duly executed and delivered by such Renaissance Company (as the case
may be, or, in the case of Transaction Documents to be executed and delivered at
Closing, when executed and delivered will be duly executed and delivered) and
constitute (or, in the case of Transaction Documents to be executed and
delivered at Closing, when executed and delivered will constitute) the legal,
valid, and binding obligation of such Renaissance Company (as the case may be)
enforceable against such Renaissance Company (as the case may be) in accordance
with their terms, except as the enforceability of this Agreement and such other
Transaction Documents may be limited by Enforceability Exceptions.

     3.3 Organization and Ownership of Renaissance Companies.

     (a) Schedule 3.3 sets forth the name of each Renaissance Company, including
the jurisdiction of incorporation or formation (as the case may be) of each.
Each Renaissance Company is duly qualified, validly existing and in good
standing as a foreign corporation or limited liability company, as the case may
be, in each jurisdiction listed in Schedule 3.3, which are all jurisdictions in
which such qualification is required. Except as disclosed in Schedule 3.3, no
Renaissance Company, directly or indirectly, owns, of record or beneficially,
any outstanding securities or other interest in any Person (each such Person
described in Schedule 3.3, an "Investment Person") or has the right or
obligation to acquire, any Equity Interests, outstanding securities or other
interest in any Person

     (b) Schedule 3.3 sets forth the authorized, issued and outstanding Equity
Interests of each Renaissance Company and the record and beneficial owner of
each issued and outstanding Equity Interest of each of them. All of such issued
and outstanding Equity Interests of the Renaissance Companies have been validly
issued, are fully paid and non-assessable and have not been issued in violation
of any federal or state securities laws. Except as set forth in Schedule 3.3,
the owner of the Equity Interests of each Renaissance Company owns such Equity
Interests free and clear of all Encumbrances, but subject to the Legal
Restrictions (except that no representation is made in this Section 3 as to the
Purchased Interests held by Holdings). Except