Print Page  Close Window

SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
<PAGE>   27


                                     - 19 -


as disclosed in Schedule 3.3, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which any Renaissance Company is a party or by which any of them
is bound obligating such Renaissance Company to issue, deliver or sell, or cause
to be issued, delivered or sold, any additional Equity Interests of such
Renaissance Company or obligating such Renaissance Company to issue, grant,
extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking. The Renaissance Companies
have delivered to Buyer complete and correct copies of the Organizational
Documents of each Renaissance Company as in effect on the date hereof.

     3.4 Absence of Conflicting Agreements; Consents. Except for the expiration
or termination of any applicable waiting period under the HSR Act, or as set
forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of
Group to perform its obligations under the Transaction Documents, the execution,
delivery and performance by Holdings and Group of this Agreement and the other
Transaction Documents to which they are a party (with or without the giving of
notice, the lapse of time, or both): (a) do not require the Consent of, notice
to, or filing with any Governmental Authority or any other Person under any
Franchise, FCC License or Material Contract; (b) will not conflict with any
provision of the Organizational Documents of any Renaissance Company, each as
currently in effect; (c) assuming receipt of all Consents listed in Schedule 3.4
or Schedule 3.8, will not conflict with, in any material way, result in a
material breach of, or constitute a material default under any Legal Requirement
to which any Renaissance Company is bound; (d) assuming receipt of all Consents
listed in Schedule 3.4 or Schedule 3.8, will not conflict with, constitute
grounds for termination of, result in a breach of, constitute a default under,
or accelerate or permit the acceleration of any performance required by the
terms of any Franchise, FCC License, or Material Contract; and (e) assuming
receipt of all Consents, will not result in the creation of any Encumbrance upon
the Assets. Notwithstanding the foregoing, Group makes no representation or
warranty regarding any of the foregoing that may result from the specific legal
or regulatory status of any of the Charter Parties or as a result of any other
facts that specifically relate to the business or activities in which any of the
Charter Parties is or proposes to be engaged other than the cable television
business.

     3.5 Financial Statements.

     (a) Holdings has furnished Buyer with true and complete copies of the
audited consolidated financial statements (including the notes thereto) of Group
for the year ended December 31, 1998 that are attached hereto as Schedule 3.5
(collectively, the "Financial Statements"), and such Financial Statements are by
that reference incorporated into and deemed a part of Renaissance's Disclosure
Schedules.

     (b) Except as disclosed in Schedule 3.5, the Financial Statements: (1) have
been prepared from the books and records of the Renaissance Companies to which
they relate; (2) have been prepared in accordance with GAAP consistently applied
since the inception of Group (except as indicated in the notes thereto); and (3)
present fairly in all material respects the financial condition of the
Renaissance Companies to which they relate as at December 31, 1998, and the
results of operations for the period then ended.