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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
<PAGE>   60


                                     - 52 -


     9.3 Termination by Buyer. This Agreement may be terminated at any time
prior to the Closing by Buyer and the purchase and sale of the Purchased
Interests abandoned, upon written notice to Holdings, 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 7.2 has
     been satisfied (or will be satisfied by the delivery of documents at the
     Closing) or waived in writing by Holdings on such date and either (i) a
     condition set forth in Section 7.1 has not been satisfied (or will not be
     satisfied by the delivery of documents at the Closing) or waived in writing
     by Buyer on such date or (ii) Holdings has nonetheless refused to
     consummate the Closing. Notwithstanding the foregoing, Buyer may not rely
     on the failure of any condition set forth in Section 7.1 to be satisfied if
     such failure was principally caused by Buyer's or Charter'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 any Buyer's or Charter'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.

     9.4 Effect of Termination. If this Agreement is terminated as provided in
this Section 9, then this Agreement will forthwith become null and void and
there will be no liability on the part of any party to any other party or any
other Person in respect thereof, provided that:

          (a) Surviving Obligations. The obligations of the parties described in
     Sections 6.2, 9.4 and 11.1 (and all other provisions of this Agreement
     relating to expenses) will survive any such termination.

          (b) Withdrawal of Applications. All filings, applications and other
     submissions relating to the consummation of the transaction contemplated
     hereby shall, to the extent practicable, be withdrawn from the Governmental
     Authority or other Person to whom made.

          (c) Willful Breach by Buyer or Charter. No such termination will
     relieve Buyer or Charter from liability for a willful breach by Buyer or
     Charter of this Agreement (which shall in all events include, without
     limitation, a failure to pay the Cash Consideration and discharge the
     Senior Debt and the Credit Agreement), and in such event Holdings and Group
     shall have all rights and remedies available at law and equity, including
     the remedy of specific performance.

          (d) Willful Breach by Holdings or Group. No such termination will
     relieve Holdings or Group from liability for a willful breach of this
     Agreement, and in such event Buyer