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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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give rise to any claim for (i) any adjustment to the Cash Consideration or other
compensation or (ii) indemnification, except as provided in Section 10.2(b).

     6.15 Guaranty by Charter. Subject to the provisions of this Section 6.15,
Charter hereby fully, unconditionally and irrevocably guarantees to Holdings the
due and punctual payment of the Cash Consideration and any other monetary
obligations of Buyer and the due and punctual performance of all other
obligations of Buyer to Holdings, all in accordance with the terms of this
Agreement. Charter hereby acknowledges that, with respect to all of Buyer's
obligations, including those to pay money, including, without limitation, the
Cash Consideration, this guaranty shall be a guaranty of payment and performance
and not of collection and shall not be conditioned or contingent upon the
pursuit of any remedies against Buyer. Charter hereby waives diligence, demand
of payment, filing of claims with a court in the event of merger or bankruptcy
of Buyer, any right to require a proceeding first against Buyer, the benefit of
discussion, protest or notice and all demands whatsoever, and covenants that
this guaranty will not be discharged as to any obligation except by satisfaction
of such obligation in full. Until Holdings has been paid in full any amounts due
and owing to it under this Agreement, Charter hereby irrevocably waives any
claim or other rights which it may now or hereafter acquire against Buyer that
arise from the existence, payment, performance or enforcement of its obligations
under this guaranty and this Agreement, including, without limitation, any right
of reimbursement, exoneration, contribution, indemnification, any right to
participate in any claim or remedy of Holdings against Buyer or any collateral
which Holdings hereafter acquires, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from Buyer, directly or indirectly, in
cash or other property or by set-off or in any other manner, payment or security
on account of such claim or other rights. To the fullest extent permitted by
applicable law, the obligations of Charter hereunder shall not be affected by
(a) the failure of the applicable obligee to assert any claim or demand or to
enforce any right or remedy against Charter pursuant to the provisions of this
Agreement or otherwise, (b) any rescission, waiver, amendment or modification
of, or any release from any of the terms or provisions of this Agreement or the
invalidity or unenforceability (in whole or in part) of this Agreement, unless
consented to in writing by Charter, Holdings and Group and (c) any change in the
existence (corporate or otherwise) of Buyer, Charter or Holdings or any
insolvency, bankruptcy, reorganization or similar proceeding affecting any of
them or their assets. If any amount shall be paid to Charter in violation of the
fourth sentence of this Section 6.15, and the obligations of Buyer under this
Agreement shall not have been discharged in full, such amount shall be deemed to
have been paid to Charter for the benefit of, and held in trust for the benefit
of, Holdings, and shall forthwith be paid to Holdings. Charter acknowledges that
it will receive direct and indirect benefits from the consummation of the
transactions contemplated by this Agreement and that the waivers set forth in
this Section 6.15 are knowingly made in contemplation of such benefits. Nothing
contained in this Section 6.15 is intended to or shall impair, as among Charter
and Holdings, the obligations of Charter, which are absolute and unconditional,
upon failure by Buyer, to perform its obligations under this Agreement,
including, without limitation, its obligation to pay to Holdings the Cash
Consideration and any other monetary obligations of Buyer when payable in
accordance with the terms of this Agreement, or is intended to or shall affect
the relative rights of Holdings and