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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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          aggregate; provided, however, that it is understood and agreed this
          Section 10.5(a)(iii) shall not apply to any amount payable to Holdings
          in respect of the breach of any covenant to be performed by Buyer or
          Charter contained in this Agreement or any other document or
          instrument delivered pursuant hereto.

          (b) (i) Holdings will not be required to indemnify and will not
     otherwise be liable to Buyer or Charter with respect to any Losses arising
     under Section 10.2 unless Buyer or Charter (as the case may be) gives
     Holdings written notice of a claim pursuant to Section 10.6(a), (i) in
     respect of any breach of the representation and warranty contained in
     Section 4.4, prior to the expiration of the applicable statute of
     limitations (without any extension or waiver) in respect of such claim, and
     (ii) in respect of any other claim, on or prior to the date that is nine
     (9) months after the Closing Date. Notwithstanding the foregoing, all
     amounts held pursuant to the Indemnity Agreement in excess of amounts
     previously notified by Buyer or Charter to Holdings as subject to a then
     outstanding bona fide claim by Buyer or Charter shall be released to
     Holdings on the first business day following the nine (9) month anniversary
     of the Closing Date in accordance with the Indemnity Agreement. Thereafter,
     any amounts remaining under the Indemnity Agreement shall be released from
     escrow and paid over to Holdings in accordance with the Indemnity
     Agreement.

               (ii) Buyer and Charter will not be required to indemnify and will
          not otherwise be liable to Holdings with respect to any Losses arising
          under Section 10.3 with respect to any breach of the representations
          and warranties of Buyer and Charter set forth herein unless Holdings
          gives Buyer or Charter (as the case may be) written notice of such a
          claim pursuant to Section 10.6(a) on or prior to the date that is nine
          (9) months after the Closing Date.

          (c) All payments required to be made by Holdings in respect of its
     indemnification obligations under this Section 10 shall be made solely from
     the Indemnity Fund (except in respect of any breach of the representation
     and warranty contained in Section 4.4) and the sole and exclusive remedy
     available to Buyer and Charter for any breach by Holdings or Group of its
     representations, warranties, covenants, obligations or agreements hereunder
     or under any of the documents or instruments delivered pursuant hereto by
     Group or Holdings shall be a claim for indemnification pursuant to the
     terms of this Section 10.

          (d) (i) Anything in this Agreement or applicable law to the contrary
     notwithstanding, other than claims pursuant to Section 10, other than
     claims against the Indemnity Fund as provided for in this Agreement, and
     subject to the limitations set forth herein, after the Closing and except
     in respect of any claim for a breach of the representation and warranty
     contained in Section 4.4, none of Holdings, its Affiliates or any of their
     respective officers, directors, shareholders, members, partners, employees
     or agents shall have any obligation or liability to Buyer or Charter under
     this Section 10 or otherwise, and neither Buyer nor Charter will have any
     claim or recourse against Holdings, its Affiliates or any of their
     respective officers, directors, shareholders, members, partners, employees
     or agents as a result of the breach of any representation, warranty,
     covenant or agreement of Holdings or Group contained herein or otherwise
     arising out of or in connection with the transactions contemplated