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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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than FCC and other proceedings generally affecting the cable television industry
and not specific to the Renaissance Companies and other than rate complaints or
certifications filed by customers or Franchising Authorities) that would have an
adverse effect on Holdings' ability to perform its obligations under this
Agreement.

     4.6 Certain Fees. No finder, broker, agent, financial advisor or other
intermediary has acted on behalf of Holdings in connection with this Agreement
or the transactions contemplated by this Agreement, or is entitled to any
payment in connection herewith or therewith which, in either case, would result
in any obligation or liability to Buyer or Charter, except that Holdings has
retained certain brokers and advisors and will pay all fees and expenses of such
brokers and advisors in connection with the transactions contemplated hereby.

     4.7 Cure. For all purposes under this Agreement, the existence or
occurrence of any events or circumstances which constitute or cause a breach of
a representation or warranty of Holdings (as modified by Renaissance's
Disclosure Schedules) on the date such representation or warranty is made shall
be deemed not to constitute a breach of such representation or warranty if such
event or circumstance is cured on or prior to the Closing Date or the earlier
termination of this Agreement.

SECTION 5: REPRESENTATIONS AND WARRANTIES OF BUYER AND CHARTER

     Buyer and Charter jointly and severally represent and warrant to Group and
Holdings as set forth in this Section 5.

     5.1 Organization. Each of Buyer and Charter is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware. Each of Buyer and Charter has the requisite corporate 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 such
business is now conducted and to execute, deliver and perform this Agreement and
the other Transaction Documents to which Buyer or Charter (as the case may be)
is a party according to their respective terms. Each of Buyer and Charter is
duly qualified and in good standing as a foreign corporation in each
jurisdiction in which such qualification is required.

     5.2 Authorization and Binding Obligation. The execution, delivery and
performance by each of Buyer and Charter (as the case may be) of this Agreement
and the other Transaction Documents to which it is a party have been duly
authorized by all necessary corporate, shareholder or other action on the part
of Buyer or Charter (as the case may be). This Agreement and the other
Transaction Documents to which Buyer or Charter (as the case may be) is a party
have been duly executed and delivered by Buyer or Charter (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 each of Buyer or Charter (as the case may be),
enforceable against Buyer or Charter (as the case may be) in accordance with
their terms, except as the