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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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          (e) Judgment. There shall not be in effect on the date on which the
     Closing is to occur any judgment, decree, order or other prohibition of a
     court of competent jurisdiction having the force of law that would prevent
     the Closing, provided that Buyer and Charter shall have used commercially
     reasonable efforts to prevent the entry of any such judgment, decree, order
     or other prohibition and to appeal as expeditiously as possible any such
     judgment, decree, order or other prohibition that may be entered.

          (f) Deliveries. Group and Holdings shall have made or stand willing to
     make all the deliveries to Buyer and Charter described in Section 8.2.

          (g) Compliance with FIRPTA. Holdings shall have provided the Buyer
     with a statement, in a form reasonably satisfactory to the Buyer, pursuant
     to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that
     Holdings is not a foreign person.

          (h) Material Adverse Effect. From and after the date of this Agreement
     until the Closing Date, no event shall have occurred which has had a
     Material Adverse Effect.

          (i) Holdings Franchise Notice. Holdings shall have delivered to Buyer
     a notice that the condition set forth in the second sentence of Section
     7.1(c) has been satisfied at least two (2) business days prior to the date
     scheduled for Closing.

     7.2 Conditions to Obligations of Holdings.

     All obligations of Holdings at the Closing hereunder are subject to the
fulfillment (or waiver at the option of Holdings) prior to or at the Closing of
each of the following conditions:

          (a) Representations and Warranties. As to the representations and
     warranties of Buyer and Charter set forth in Section 5, (1) those
     representations and warranties set forth in Section 5 which are expressly
     stated to be made solely as of the date of this Agreement or another
     specified date shall be true and correct in all material respects as of
     such date, and (2) all other representations and warranties shall be true
     and correct in all material respects at and as of the Closing as though
     made at and as of that time.

          (b) Covenants. Buyer and Charter shall have performed and complied
     with in all material respects all covenants and agreements required by this
     Agreement to be performed or complied with by them prior to or at the
     Closing.

          (c) Hart-Scott-Rodino. The requisite waiting period under the HSR Act
     shall have expired or been terminated, without the FTC or the Antitrust
     Division, as applicable, taking any action which has not been terminated or
     resolved.

          (d) Judgment. There shall not be in effect on the date on which the
     Closing is to occur any judgment, decree, order or other prohibition of a
     court of competent jurisdiction having the force of law that would prevent
     the Closing, provided that Group and Holdings shall