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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
<PAGE>   59


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     and effect; and (2) providing, as attachments thereto, a Certificate of
     Good Standing for Buyer and Charter (as the case may be) certified by an
     appropriate state official of the State of Delaware, certified by such
     state official as of a date not more than fifteen days before the Closing
     Date.


          (d) Opinion of Counsel. An opinion of counsel to Buyer and Charter,
     dated as of the Closing Date, substantially in the form of Exhibit D
     hereto.

          (e) Indemnity Agreement. The Indemnity Agreement, duly executed by
     Buyer, Charter and the Escrow Agent.

          (f) Adjustment Escrow Agreement. The Adjustment Escrow Agreement, duly
     executed by Buyer, Charter and the Adjustment Escrow Agent if required
     pursuant to Section 2.4(b).

SECTION 9: TERMINATION

     9.1 Agreement between Holdings and Buyer. This Agreement may be terminated
at any time prior to the Closing and the purchase and sale of the Purchased
Interests abandoned, by written agreement between Holdings and Buyer.

     9.2 Termination by Holdings. This Agreement may be terminated at any time
prior to the Closing by Holdings and the purchase and sale of the Purchased
Interests abandoned, upon written notice to Buyer, upon the occurrence of any of
the following:

          (a) Conditions. If on any date determined for the Closing in
     accordance with Section 8.1 if each condition set forth in Section 7.1 has
     been satisfied (or will be satisfied by the delivery of documents at the
     Closing) or waived in writing by Buyer on such date and either (i) a
     condition set forth in Section 7.2 has not been satisfied (or will not be
     satisfied by the delivery of documents at the Closing) or waived in writing
     by Holdings on such date or (ii) Buyer or Charter has nonetheless refused
     to consummate the Closing. Notwithstanding the foregoing, Holdings may not
     rely on the failure of any condition set forth in Section 7.2 to be
     satisfied if such failure was principally caused by Holding's or any
     Renaissance Company's failure to act in good faith or a breach of or
     failure to perform any of its representations, warranties, covenants or
     other obligations in accordance with the terms of this Agreement.

          (b) Upset Date. If the Closing shall not have occurred on or prior to
     the Upset Date as extended as provided in Section 8.1(a)(3) or Section
     8.1(a)(4), unless the failure of the Closing to occur was principally
     caused by Holding's or any Renaissance Company's failure to act in good
     faith or a breach of or failure to perform any of its representations,
     warranties, covenants or other obligations in accordance with the terms of
     this Agreement.