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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
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necessary to enable it to make an informed and intelligent decision with respect
to the execution, delivery and performance of this Agreement. Each of Buyer and
Charter acknowledges that Holdings and Group have given Buyer and Charter
complete and open access to the key employees, documents and facilities of the
Renaissance Companies. Each of Buyer and Charter will undertake prior to Closing
such further investigation and request such additional documents and information
as it deems necessary. Buyer agrees to accept the Purchased Interests and the
Systems in the condition they are in on the Closing Date based upon its own
inspection, examination and determination with respect thereto as to all
matters, and without reliance upon any express or implied representations or
warranties of any nature made by or on behalf of or imputed to Holdings or
Group, except as expressly set forth in this Agreement. Buyer is not an
"investment company" as defined in the Investment Company Act of 1940, as

     5.6 Ownership of Buyer. Charter holds of record and owns beneficially more
than fifty percent (50%) of all the outstanding Equity Interests of Charter
Communications Holdings LLC, a Delaware limited liability company ("CCH"). CCH
owns, indirectly through subsidiaries, all of the cable properties of the
Charter Companies (as defined in the draft Offering Circular dated February 23,
1999 (09:13) of CCH and Charter Communications Holdings Capital Corporation).

     5.7 Certain Fees. No finder, broker, agent, financial advisor or other
intermediary has acted on behalf of Buyer or Charter 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 Holdings or Group.

     5.8 Availability of Funds. Buyer has, as of the date hereof, the ability to
obtain, and will have, as of the Closing Date, sufficient cash, lines of credit
or other immediately available funds to enable it to consummate the transactions
contemplated hereby.

     5.9 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 Buyer or Charter 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.


     6.1 Operation of Business Prior to Closing. Except as required by
applicable Legal Requirements or as contemplated by this Agreement or Schedule
6.1, and subject to Group's obligation to comply with the terms and conditions
hereof and the operation of the Renaissance Companies' business in the ordinary
course, and except as consented to by Buyer, between the date hereof and the
Closing Date, Group will cause the Renaissance Companies to operate the Systems
in the ordinary course of business (subject to, and except as modified by,
compliance with the following negative and affirmative covenants) and abide by
the following negative and affirmative covenants: