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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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     by this Agreement or the Transaction Documents or the business or
     operations of the Renaissance Companies prior to the Closing (except in
     respect of any claim for a breach of the representation and warranty
     contained in Section 4.4) and the provisions of this Section 10 shall be
     the sole and exclusive remedy for any such claim by Buyer or Charter for
     any such matters (except in respect of any claim for a breach of the
     representation and warranty contained in Section 4.4), whether such claims
     are framed in contract, tort or otherwise.

               (ii) Anything in this Agreement or applicable law to the contrary
          notwithstanding, other than claims pursuant to this Section 10, and
          subject to the limitations set forth herein, after the Closing, none
          of Buyer, Charter, their Affiliates or any of their respective
          officers, directors, shareholders, members, partners, employees or
          agents shall have any obligation or liability to Holdings and, other
          than claims pursuant to this Section 10, Holdings will not have any
          claim or recourse against Buyer, Charter, their Affiliates or any of
          their respective officers, directors, shareholders, members, partners,
          employees or agents, in each case, as a result of the breach of any
          representation, warranty, covenant or agreement of Buyer or Charter
          contained herein or otherwise arising out of or in connection with the
          transactions contemplated by this Agreement or the Transaction
          Documents and the provisions of Section 10 shall be the sole and
          exclusive remedy for any such claim by Holdings for any such matters,
          whether such claims are framed in contract, tort or otherwise.
          Notwithstanding anything to the contrary contained herein, nothing in
          this Section 10.5(d)(ii) shall restrict, limit or affect any covenant,
          agreement, liability or obligation of Buyer or Charter pursuant to the
          terms and conditions of this Agreement, including, without limitation,
          pursuant to Section 6.15 and this Section 10, and any liability Buyer
          or Charter may have as the result of any untrue representation, breach
          of warranty or default or nonperformance of any covenant, agreement,
          liability or obligation pursuant to this Agreement or otherwise.

          (e) The parties hereto agree to use commercially reasonable efforts to
     collect any and all insurance proceeds and other amounts recoverable from
     third parties to which it may be entitled in respect of any Loss prior to
     seeking indemnity as Claimant from the Indemnifying Party.

          (f) Holdings will not be liable with respect to any Loss to the extent
     that the amount of such Loss was included in the computation of Closing Net
     Liabilities in accordance with Section 2.

          (g) Notwithstanding anything in this Agreement to the contrary,
     Holdings shall not have any liability or obligation (for indemnification or
     otherwise) arising as a result of the occurrence of the Closing without
     certain Consents or any Buyer's or Charter's waiver of any closing
     condition, nor shall any adjustment be made to the Cash Consideration in
     respect of the foregoing.

          (h) Notwithstanding anything to the contrary contained herein,
     Holdings shall not be required to indemnify or otherwise be liable to Buyer
     or Charter, pursuant to this Section 10 or otherwise, in respect of any
     breach of the representation and warranty contained in Section