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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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respect to any of the Renaissance Companies under Section 338 of the Code or any
comparable provision of state or local law.

     (e) Buyer covenants that it will not, and it will not cause or permit any
Renaissance Company or any Affiliate of Buyer, (i) to take any action on or
after the Closing Date, including but not limited to the distribution of any
dividend or the effectuation of any redemption, that could give rise to any tax
liability of any holder of membership interests in Holdings or (ii) to make or
change any tax election, amend any Tax Return or take any tax position on any
Tax Return, take any action, omit to take any action or enter into any
transaction that results in any increased tax liability of any holder of
membership interests in Holdings in respect of any Pre-Closing Tax Period.

     (f) Except to the extent taken into account in Closing Net Liabilities,
Buyer shall promptly pay or cause to be paid to Holdings all refunds of taxes
and interest thereon received by Buyer, any Affiliate of Buyer, or any
Renaissance Company attributable to taxes paid by Holdings or any Renaissance
Company with respect to any Pre-Closing Tax Period.

     (g) From and after the date of this Agreement, Holdings and each
Renaissance Company shall not without the prior written consent of the Buyer
(which consent shall not be unreasonably withheld) make, or cause or permit to
be made, any Tax election that would adversely affect any of the Renaissance
Companies or Buyer.

     6.11 Renaissance Name. The parties agree that Holdings and its Affiliates
(other than the Renaissance Companies) shall retain the right to use the names
"Renaissance" and "Renaissance Media" and any and all derivations thereof,
including the Renaissance Companies' internet domain and the internet addresses,
"renmedia.com" and "R-Media.com"; provided that Buyer shall be entitled to have
the Renaissance Companies use such name, but not such internet domain and
internet addresses, for a period of one (1) year after the Closing. From and
after the expiration of such period, Holdings and its Affiliates (other than the
Renaissance Companies) shall retain the sole and exclusive right to use the name
"Renaissance" and any and all derivations thereof, including the Renaissance
Companies' internet domain and the internet addresses "renmedia.com" and
"R-Media.com" and Buyer agrees to have such name removed from all trucks, signs
and the other Assets used in the operation of the Systems.

     6.12 No Recourse; Release of Claims. Anything in this Agreement or
applicable law to the contrary notwithstanding, other than claims against
Holdings or Group as and to the extent expressly provided for in Section 9.4 and
Section 10 of this Agreement (and other than any claim for fraud), neither Buyer
nor Charter will have any claim or recourse against any of the Released Parties
as a result of the breach of any representation, warranty, covenant or agreement
of Holdings or Group contained herein or otherwise arising in connection with
the transactions contemplated by or the Transaction Documents or the business or
operations of the Renaissance Companies prior to the Closing. Effective as of
the Closing, each of Buyer and Charter and each of their respective Subsidiaries
hereby releases and forever discharges each of the Released Parties from all
actions, causes of action, suits, debts and claims (other than claims for fraud)