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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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enforceability of this Agreement and such other Transaction Documents may be
limited by Enforceability Exceptions.

     5.3 Absence of Conflicting Agreements; Consents. Except for the expiration
or termination of any applicable waiting period under the HSR Act, and the
filing by Charter with the SEC of any reports required to be filed in connection
with the consummation of the transactions contemplated hereby, the execution,
delivery and performance by each of Buyer and Charter of this Agreement and the
other Transaction Documents to which Buyer or Charter (as the case may be) is a
party (with or without the giving of notice, the lapse of time, or both): (a) do
not require any Consent, declaration to, or filing with any Governmental
Authority or any other Person that has not been obtained; (b) will not conflict
with any provision of the Organizational Documents of Buyer or Charter (as the
case may be), as currently in effect; (c) will not conflict with, result in a
material breach of, or constitute a default in any material respect under any
Legal Requirement to which Buyer or Charter (as the case may be) is bound; and
(d) 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 material agreement or instrument
to which Buyer or Charter (as the case may be) is a party or bound.
Notwithstanding the foregoing, neither Buyer nor Charter makes any
representation or warranty regarding any of the foregoing that may result from
the specific legal or regulatory status of any Renaissance Company or as a
result of any other facts that specifically relate to the business or activities
in which Holdings or any Renaissance Company is or proposes to be engaged other
than the cable television business.

     5.4 Claims and Litigation. As of the date of this Agreement, except as
disclosed in Schedule 5.4, there is no pending or written threat of a claim,
legal action, arbitration, governmental investigation or other legal,
administrative or tax proceeding pending, nor any order, decree or judgment in
progress or pending, or, to the Charter Parties' Knowledge, threatened other
than in writing, against or relating to any of Buyer or Charter or the assets or
business of Buyer or Charter or their respective Subsidiaries (other than FCC
and other proceedings generally affecting the cable television industry and not
specific to Buyer, Charter or their Subsidiaries and other than rate complaints
or certifications filed by customers or franchising authorities), that would
have an adverse effect on Buyer's or Charter's ability to perform its
obligations under this Agreement.

     5.5 Investment Purpose; Investment Company. Buyer is acquiring the
Purchased Interests for investment for its own account and not with a view to
the sale or distribution of any part thereof within the meaning of the
Securities Act. Each of Buyer and Charter (either alone or together with its
advisors) has sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of its investment
in the Purchased Interests and is capable of bearing the economic risks of such
investment. Each of Buyer and Charter is an informed and sophisticated
purchaser, and has engaged expert advisors, experienced in the evaluation and
purchase of companies such as the Renaissance Companies as contemplated
hereunder. Each of Buyer and Charter has undertaken such investigation and has
been provided with and has evaluated such documents and information as it has