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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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     in respect of such liability may be made only pursuant to this Section
     10.2(b) and not under any other provision of this Section 10.2).

     10.3 Indemnification by Buyer and Charter. After the Closing, but subject
to Section 10.5, Buyer and Charter jointly and severally agree to indemnify and
hold Holdings and its Affiliates and their respective officers, directors,
representatives, shareholders, members, partners, agents and employees harmless
against and with respect to, and shall reimburse Holdings for any and all Losses
resulting from any untrue representation, breach of warranty, or nonfulfillment
of any covenant by Buyer or Charter contained in this Agreement or any other
document or instrument delivered pursuant hereto by Buyer or Charter.

     10.4 Indemnity Agreement. At the Closing, Buyer, Charter, Holdings and the
Escrow Agent shall execute the Indemnity Agreement, in accordance with which,
at the Closing, pursuant to Section 2.4, Buyer will deposit with the Escrow
Agent [Confidential Information Omitted and filed separately with the
Securities and Exchange Commission] on behalf of Holdings in order to provide
a fund for, and the exclusive source for, the payment of any indemnification to
which Buyer or Charter is entitled under this Section 10 (such escrow, the
"Indemnity Fund"), except that the Indemnity Fund shall not be the exclusive
source for the payment of any indemnification claims made in respect of a
breach of the representation and warranty contained in Section 4.4. The
Indemnity Fund will be administered in accordance with the provisions of this
Section 10 and the Indemnity Agreement.

     10.5 Certain Limitations on Indemnification Obligations. Notwithstanding
anything in this Agreement to the contrary:

          (a) (i) Holdings will not be required to indemnify and will not
     otherwise be liable to Buyer or Charter for any matter described in Section
     10.2 unless and until the aggregate amount of all Losses of Buyer and
     Charter in the aggregate arising therefrom for which Holdings would have
     indemnification liability to Buyer and Charter but for this Section 10.5(a)
     (i) exceeds, and then only to the extent of the excess above, Seven Hundred
     Fifty Thousand Dollars ($750,000.00).

               (ii) Buyer and Charter will not be required to indemnify and will
          not otherwise be liable to Holdings for a breach of their
          representations and warranties set forth herein unless and until the
          aggregate amount of all Losses of Holdings in the aggregate arising
          therefrom for which Buyer or Charter would have indemnification
          liability to Holdings but for this Section 10.5(a)(ii) exceeds, and
          then only to the extent of the excess above, Seven Hundred Fifty
          Thousand Dollars ($750,000.00); provided, however, that it is
          understood and agreed that this Section 10.5(a)(ii) shall not apply to
          any amount payable to Holdings in respect of the nonfulfillment of any
          covenant to be performed by Buyer or Charter contained in this
          Agreement or any other document or instrument delivered pursuant
          hereto by Buyer or Charter.

               (iii) Buyer and Charter will not be required to indemnify, and
          will not otherwise be liable to, Holdings for a breach of their
          representations and warranties for any amount in excess of
          [Confidential Information Omitted and filed separately with the
          Securities and Exchange Commission] in the