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RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
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foregoing, in the event of any such determination the effect of which is to
affect materially and adversely any party, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled and consummated to the maximum extent possible.

     11.9 Entire Agreement. This Agreement, the Disclosure Schedules and the
Exhibits hereto, the other Transaction Documents to be delivered by the parties
pursuant to this Agreement and the Confidentiality Agreement collectively
represent the entire understanding and agreement between Buyer, Charter, Group
and Holdings with respect to the subject matter hereof and thereof and supersede
all prior agreements, understandings and negotiations between the parties. Buyer
and Charter acknowledge that none of Holdings or Group has made any, or makes
any, promises, representations, warranties, covenants or undertakings, express
or implied, other than those expressly set forth in this Agreement, the other
Transaction Documents and the Confidentiality Agreement.

     11.10 Amendments; Waiver of Compliance; Consents. This Agreement may be
amended and any provision of this Agreement may be waived; provided that any
such amendment or waiver (a) will be binding upon Holdings or Group prior to the
Closing only if such amendment or waiver is set forth in a writing executed by
Holdings or Group, (b) will be binding upon Holdings after the Closing only if
such amendment or waiver is set forth in a writing executed by Holdings and (c)
will be binding upon Buyer or Charter only if such amendment or waiver is set
forth in a writing executed by Buyer and Charter.

     11.11 Counterparts. This Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same

     11.12 Specific Performance. The parties recognize that in the event either
of Holdings or Group should refuse to perform at the Closing any of its
obligations under the provisions of this Agreement, monetary damages alone will
not be adequate. The Charter Parties shall therefore be entitled, in addition to
any other remedies which may be available, including money damages, to obtain
specific performance of any of the obligations of the Renaissance Parties under
the provisions of this Agreement to be performed at Closing. In the event of any
action to enforce this Agreement specifically pursuant to this Section 11.12,
Holdings or Group, as applicable, hereby waives the defense that there is an
adequate remedy at law.

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