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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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     4.4 in an aggregate amount in excess of the Cash Consideration (as
     decreased by the amount of Closing Net Liabilities), as finally determined
     pursuant to Section 2.5, received by Holdings.

     10.6 Procedure for Indemnification. The procedure for indemnification shall
be as follows:

          (a) The party claiming indemnification (the "Claimant") shall promptly
     give notice to the party from which indemnification is claimed (the
     "Indemnifying Party") of any claim, whether between the parties or brought
     by a third party, specifying in reasonable detail the factual basis for the
     claim and the amount thereof (if known and quantifiable); provided,
     however, that the failure to give such notice shall not impair the
     Claimant's rights hereunder unless the Indemnifying Party is materially
     prejudiced thereby.

          (b) With respect to claims solely between the parties, following
     receipt of notice from the Claimant of a claim, the Indemnifying Party
     shall have thirty (30) days to make such investigation of the claim as the
     Indemnifying Party deems necessary or desirable. For the purposes of such
     investigation, the Claimant agrees to make available to the Indemnifying
     Party and its authorized representatives the information relied upon by the
     Claimant to substantiate the claim. If the Claimant and the Indemnifying
     Party agree at or prior to the expiration of the thirty-day period (or any
     mutually agreed upon extension thereof) to the validity and amount of such
     claim, the Indemnifying Party shall immediately pay to the Claimant the
     full amount of the claim, subject to the terms hereof and the terms of, and
     procedures set forth in, the Indemnity Agreement. If the Claimant and the
     Indemnifying Party do not agree within thirty (30) days following receipt
     of notice of the claim from the Claimant (or any mutually agreed upon
     extension thereof), the Claimant may seek an appropriate remedy.

          (c) With respect to any claim by a third party as to which the
     Claimant is entitled to indemnification under this Agreement, the
     Indemnifying Party shall have the right at its own expense, to participate
     in or assume control of the defense of such claim, and the Claimant shall
     cooperate fully with the Indemnifying Party, subject to reimbursement for
     actual out-of-pocket expenses incurred by the Claimant as the result of a
     request by the Indemnifying Party; provided that notwithstanding the
     foregoing, if such claim is from a Franchising Authority or other
     Governmental Authority and Charter or Buyer are seeking indemnification
     against Holdings in respect of such claim, Charter and Buyer may retain
     control of the defense of such claim, but Holdings shall have the right, at
     its own expense, to participate in the defense of such claim, and Buyer and
     Charter shall cooperate with Holdings in defending such claim and keep
     Holdings informed of all material strategies and developments therein.
     Neither Charter nor Buyer may settle any such claim by a Franchising
     Authority or other Governmental Authority for which Holdings would be
     liable without the consent of Holdings, which shall not be unseasonably
     withheld. If the Indemnifying Party elects to assume control of the defense
     of any third-party claim, the Claimant shall have the right to participate
     in the defense of such claim at its own expense. If the Indemnifying Party
     does not elect to participate in or assume control of the defense of any
     third-party claim, the Claimant will not enter into any settlement of such
     claim which could result in indemnification liability without the
     Indemnifying Party's prior written