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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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     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.

          (e) Deliveries. Buyer and Charter shall have made or stand willing to
     make all the deliveries described in Section 8.3.

SECTION 8: CLOSING AND CLOSING DELIVERIES

     8.1 Closing.

          (a) Closing Date.

               (1) Subject to satisfaction or, to the extent permitted by law,
          waiver, of the closing conditions described in Section 7, and subject
          to Section 8.1(a)(2), 8.1(a)(3) and 8.1(a)(4), the Closing shall take
          place on the date specified by Holdings by notice to Buyer, which
          specified date shall be no earlier than two business days and no later
          than five business days after satisfaction or waiver of the conditions
          set forth in Sections 7.1(c) and (d) and Sections 7.2(c), or on such
          earlier or later date as Holdings and Buyer shall mutually agree;
          provided, however, subject to Section 8.1(a)(3) and 8.1(a)(4), the
          Closing shall not take place beyond the Upset Date.

               (2) If on the date on which the Closing would otherwise be
          required to take place pursuant to Section 8.1(a)(1) (A) there shall
          be in effect any judgment, decree, order or other prohibition of a
          court of competent jurisdiction having the force of law that would
          prevent or make unlawful the Closing, or (B) any other circumstance
          beyond the reasonable control of the Renaissance Companies, Holdings,
          Buyer or Charter (which shall in no event include any matters relating
          to financing of the transactions contemplated hereby) shall exist that
          would prevent the Closing or the satisfaction of any of the conditions
          precedent to any party set forth in Section 7, then either Holdings or
          Buyer may, at its option, postpone the date on which the Closing is
          required to take place until such date, to be set by the party that
          elects to postpone the date for Closing pursuant to this subsection
          (2) on at least five business days' written notice to the other party,
          as soon as practicable after such judgment, decree, order or other
          prohibition ceases to be in effect, or such other circumstance ceases
          to exist; provided, however, that any postponement of the date on
          which the Closing is required to take place to a date beyond the Upset
          Date shall require the consent of both Holdings and Buyer.

               (3) Notwithstanding anything in this Agreement to the contrary,
          if on the date scheduled for Closing, the Closing has not occurred
          because any notice period required by Section 8.1(a)(1) or (2) has not
          lapsed, the Upset Date shall be extended until one business day after
          the lapse of such period.

               (4) If the date on which the Closing would otherwise be required
          to take place pursuant to Section 8.1(a)(1), 8.1(a)(2) or 8.1(a)(3)
          the Referee shall not have