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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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creditors of Charter, nor shall anything herein prevent Holdings from exercising
all remedies otherwise permitted by applicable law.

     6.16 Disclosure Schedules. The parties acknowledge and agree that (i)
Renaissance's Disclosure Schedules and Charter's Disclosure Schedules may
include certain items and information solely for informational purposes for the
convenience of the parties hereto and (ii) the disclosure of any matter in
Charter's Disclosure Schedules or Renaissance's Disclosure Schedules shall not
be deemed to constitute an acknowledgment by Holdings or Group, in the case of
Renaissance's Disclosure Schedules, or Buyer or Charter, in the case of
Charter's Disclosure Schedules, that the matter is material.

SECTION 7: CONDITIONS TO OBLIGATIONS OF BUYER AND CHARTER

     7.1 Conditions to Obligations of the Buyer and Charter. All obligations of
Buyer and Charter at the Closing hereunder are subject to the fulfillment (or
waiver at the option of Buyer or Charter) prior to or at the Closing of each of
the following conditions:

          (a) Representations and Warranties of Group. As to the representations
     and warranties of Group set forth in Section 3 and of Holdings set forth in
     Section 4, (1) those representations and warranties set forth in Section 3
     and Section 4 which are expressly stated to be made solely as of the date
     of this Agreement or another specified date shall be true and correct in
     all respects as of such date (without regard to the materiality or material
     adverse effect qualifiers set forth therein), and (2) all other
     representations and warranties of Group set forth in Section 3 and Section
     4 respectively, shall be true and correct in all respects at and as of the
     time of the Closing as though made at and as of that time (without regard
     to the materiality or material adverse effect qualifiers set forth
     therein); provided that for purposes of each of clauses (1) and (2) above,
     the representations and warranties shall be deemed true and correct in all
     respects to the extent that the aggregate effect of the inaccuracies in
     such representations and warranties as of the applicable times does not
     constitute a Material Adverse Effect.

          (b) Covenants. Group and Holdings shall have performed and complied in
     all material respects with all covenants and agreements required by this
     Agreement to be performed or complied with by them prior to or at the
     Closing.

          (c) Consents. The Material FCC Consents shall have been obtained. The
     aggregate number of Equivalent Subscribers as of any applicable date, in
     those Franchise Areas that are Transferable Franchise Areas shall be at
     least ninety-five percent (95%) of the aggregate number of Equivalent
     Subscribers in all Franchise Areas as of such applicable date.

          (d) Hart-Scott-Rodino. The requisite waiting period under the HSR Act
     shall have expired or been terminated, without the FTC or the Antitrust
     Division, as applicable, taking any action which has not been terminated or
     resolved.