Print Page  Close Window

SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
<PAGE>   66

                                     - 58 -

     consent (which shall not be unreasonably withheld). Any such settlement
     will be binding upon Buyer and Charter or Holdings, as the case may be, for
     purposes of determining whether any indemnification payment is required
     pursuant to this Section 10.

     10.7 Treatment of Indemnification Payments. Buyer, Charter and Holdings
will treat all payments made pursuant to this Section 10 (including all payments
made to Buyer or Charter out of the Indemnity Fund but excluding the release of
any Indemnity Fund to Holdings) as an adjustment to the Cash Consideration for
all purposes.


     11.1 Fees and Expenses. Except as otherwise provided in this Agreement,
each party shall pay its own expenses incurred in connection with the
authorization, preparation, execution, and performance of this Agreement,
including all fees and expenses of counsel, accountants, agents, and

     11.2 Notices. All notices, demands, and requests required or permitted to
be given under the provisions of this Agreement shall be in writing, may be sent
by telecopy (with automatic machine confirmation), delivered by personal
delivery, or sent by commercial delivery service or certified mail, return
receipt requested, shall be deemed to have been given on the date of actual
receipt, which may be conclusively evidenced by the date set forth in the
records of any commercial delivery service or on the return receipt, and shall
be addressed to the recipient at the address specified below, or with respect to
any party, to any other address that such party may from time to time designate
in a writing delivered in accordance with this Section 11.2:

If to Buyer:                    Charter Communications, Inc.
                                12444 Powerscourt Drive, Suite 100
                                St. Louis, Missouri  63131
                                Attention:  Jerald L. Kent, President & C.E.O.
                                (with a copy to Curtis S. Shaw, General Counsel)
                                Telephone:  314-965-0555
                                Telecopier:  314-965-8793
with copies (which shall not
  constitute notice) to:        Paul, Hastings, Janofsky & Walker LLP  
                                399 Park Avenue                        
                                New York, New York 10022               
                                Attention:   Daniel G. Bergstein, Esq. 
                                Telephone:  (212) 318-6000             
                                Telecopier: (202) 319-4090