Print Page  Close Window

SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
<PAGE>   38


                                     - 30 -


     4.2 Authorization and Binding Obligation. Holdings has the requisite
limited liability company power and authority to execute, deliver and perform
this Agreement and the other Transaction Documents to which it is a party
according to their respective terms. The execution, delivery, and performance by
Holdings of this Agreement and the other Transaction Documents to which Holdings
is a party have been duly authorized by all necessary action on the part of
Holdings. This Agreement and the other Transaction Documents to which Holdings
is a party have been duly executed and delivered by Holdings (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
Holdings, enforceable against Holdings in accordance with their terms, except as
the enforceability of this Agreement and such other Transaction Documents may be
limited by Enforceability Exceptions.

     4.3 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 4.3 or as would not impair the ability of Holdings to perform
its obligations under this Agreement and the Transaction Documents to which it
is a party, the execution, delivery and performance by Holdings of this
Agreement and the other Transaction Documents to which it is a party (with or
without the giving of notice, the lapse of time, or both): (a) do not require
the consent of, declaration to, notice to, or filing with any Governmental
Authority or any other Person under any material agreement or instrument to
which Holdings is bound; (b) will not conflict with any provision of the
Organizational Documents of Holdings as currently in effect; (c) assuming
receipt of all Consents, will not conflict in any material way with, result in
any material breach of, or constitute a default in any material respect under
any Legal Requirement to which Holdings is bound; (d) assuming receipt of all
Consents, 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 Holdings is bound; and (e) assuming receipt of all
Consents, will not result in the creation of any Encumbrance, but subject to the
Legal Restrictions, upon the Purchased Interests held by Holdings.
Notwithstanding the foregoing, Holdings makes no representation or warranty
regarding any of the foregoing that may result from the specific legal or
regulatory status of Buyer, Charter or their Affiliates or as a result of any
other facts that specifically relate to the business or activities in which any
of Buyer, Charter or their Affiliates is or proposes to be engaged other than
the cable television business.

     4.4 Title to Purchased Interests. Holdings holds all legal and beneficial
rights to the Purchased Interests, free and clear of all Encumbrances, but
subject to the Legal Restrictions.

     4.5 Claims and Litigation. Except as disclosed in Schedule 4.5, as of the
date of this Agreement, there is no claim, legal action, arbitration or other
legal, administrative or tax proceeding pending or threatened in writing or, to
Holdings' Knowledge, threatened (other than in writing), nor is there
outstanding any order, decree or judgment against or relating to the Renaissance
Companies, the Assets or the business or operations of any of the Systems (other