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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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be prepared or file or cause to be filed any Tax Return for the Renaissance
Companies for any period ending on or prior to the Closing Date.

     (b) Tax Periods Beginning Before and Ending After the Closing Date. Buyer
shall prepare or cause to be prepared and file or cause to be filed any Tax
Returns of the Renaissance Companies for Tax periods which begin before the
Closing Date and end after the Closing Date. Such Tax Returns shall be prepared
in accordance with each Renaissance Company's past custom and practice but,
except as otherwise provided in this Agreement, allocations of items of income
and gain and loss and deduction shall be made using the closing-of-the-books
method. In preparing such Tax Returns, Buyer shall consult with Holdings in good
faith and shall provide Holdings with drafts of such Tax Returns (together with
the relevant back-up information) for review at least ten days prior to filing.

     (c) Cooperation on Tax Matters.

          (1) Buyer and Holdings shall cooperate fully, as and to the extent
     reasonably requested by the other party, in connection with the filing of
     Tax Returns pursuant to this Section 6.10 and any audit, litigation, or
     other proceeding with respect to Taxes. Such cooperation shall include the
     retention and (upon the other party's request) the provision of records and
     information which are reasonably relevant to any such audit, litigation or
     other proceeding and making employees available on a mutually convenient
     basis to provide additional information and explanation of any material
     provided hereunder. Buyer and Holdings agree (A) to retain all books and
     records with respect to Tax matters pertinent to the Renaissance Companies
     relating to any taxable period beginning before the Closing Date until the
     expiration of the statute of limitations (and, to the extent notified by
     Buyer or Holdings, any extensions thereof) of the respective taxable
     periods, and to abide by all record retention agreements entered into with
     any taxing authority, and (B) to give the other party reasonable written
     notice prior to transferring, destroying or discarding any such books and
     records and, if the other party so requests, Buyer or Holdings, as the case
     may be, shall allow the other party to take possession of such books and
     records to the extent they would otherwise be destroyed or discarded.

          (2) Buyer and Holdings further agree, upon request, to use
     commercially reasonable efforts to obtain any certificate or other document
     from any Governmental Authority or any other Person as may be necessary to
     mitigate, reduce or eliminate any Tax that could be imposed (including
     Taxes with respect to the transactions contemplated hereby).

     (d) Certain Taxes. All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with the transactions consummated pursuant to
this Agreement shall be paid one-half by Buyer and one-half by Holdings when
due. Buyer and Holdings will cooperate in all reasonable respects to prepare and
file all necessary Tax Returns and other documentation with respect to all such
transfer, documentary, sales, use, stamp, registration and other Taxes and fees.
Buyer shall be liable for any Taxes attributable to any election made by Buyer
or any Affiliate of Buyer with