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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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arising out of facts or circumstances prior to the Closing, whether at law or in
equity or otherwise, which Buyer or Charter ever had or now or hereafter may
have for, upon or by reason of any matter, cause or thing whatsoever related to
the Renaissance Companies, whether, contingent, accrued or otherwise arising out
of facts or circumstances prior to the Closing; provided that the foregoing
shall not limit Buyer's indemnification rights provided for in Section 10.

     6.13 Exculpation and Indemnification. After the Closing, Buyer, Charter and
the Renaissance Companies will be bound by and will assume the same obligations
to satisfy (and Buyer and Charter will cause the Renaissance Companies to
continue to satisfy) the rights of exculpation, indemnification and advancement
of expenses to which the present and former members, stockholders, directors,
representatives, officers, employees and agents of the Renaissance Companies and
any of their respective Affiliates are entitled with respect to any matter
existing or occurring prior to the Closing and/or with respect to this Agreement
and the Transaction Documents, under each such Renaissance Company's
Organizational Documents, by contract or agreement or by resolution of the Board
of Representatives or Board of Directors (as the case may be) of such
Renaissance Company, in accordance with the terms and conditions of any such
exculpation and indemnification provisions as in effect on the date of this
Agreement. Without limiting the foregoing, Charter and Buyer agree to maintain
in place for a period of not less than six years from the Closing, for the
benefit of the parties mentioned in the foregoing sentence, directors' and
officers' insurance, on substantially the same terms and to the same extent as
presently in effect for the Renaissance Companies.

     6.14 Rate Regulatory Matters. The parties acknowledge and agree that
notwithstanding anything in this Agreement or any other Transaction Document to
the contrary (including any representation or warranty made by Group in Sections
3.11(e), 3.15 or 3.16), any matter relating to, in connection with or resulting
or arising from any Rate Regulatory Matter, or any actions taken prior to or
after the date hereof by any Renaissance Company to comply with or in a good
faith attempt to comply with any Rate Regulatory Matter (including any rate
reduction, refund, penalty or similar action having the effect of reducing the
rates previously or subsequently paid by subscribers, whether instituted or
implemented by or imposed on any Renaissance Company and changes to rate
practices instituted or implemented by or imposed on any Renaissance Company),
shall not: (a) cause or constitute, directly or indirectly, a breach by Group or
Holdings of any of its representations, warranties, covenants or agreements
contained in this Agreement or any other Transaction Document (and such
representations, warranties, covenants, and agreements shall hereby be deemed to
be modified appropriately to reflect and permit the impact and existence of such
Rate Regulatory Matters and to permit any action by any Renaissance Company to
comply with or attempt in good faith to comply with such Rate Regulatory
Matters); (b) otherwise cause or constitute, directly or indirectly, a default
or breach by any Renaissance Company or Holdings under this Agreement or any
other Transaction Document; (c) result in the failure of any condition precedent
to the obligations of Buyer under this Agreement or any other Transaction
Document; (d) otherwise excuse Buyer's or Charter's performance of their
obligations under this Agreement or any other Transaction Document; or (e)