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SEC Filings

10-Q
RENAISSANCE MEDIA GROUP LLC filed this Form 10-Q on 05/17/1999
Entire Document
 
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assets of the Company. It is expressly understood and agreed that a reasonable
time shall be allowed for the orderly liquidation of the assets of the Company
and the satisfaction of claims against the Company so as to enable the Manager
to minimize the losses that may result from a liquidation.

         SECTION 11. Transfer. For so long as the Company has more than one
member, no member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other members; provided,
however, that this Section 11 shall not restrict the ability of any member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another member. Upon the transfer of a member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other members and shall amend Exhibit A hereto to
reflect the transfer.

         SECTION 12. Admission of Additional Members. The admission of
additional members to the Company shall be accomplished by the amendment of this
Agreement and, if required by the Delaware Limited Liability Company Act.

         SECTION 13. Tax Matters. The members agree that, so long as the Company
has more than one member, it is intended that the Company shall be treated as a
partnership for purposes of United States federal, state and local income tax
laws, and further agree not to take any position or make any election, in a tax
return or otherwise, inconsistent therewith. So long as the Company is a
partnership for federal income tax purposes, the "tax matters partner" of the
Company (the "Tax Matters Member") for purposes of section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended, shall be as set forth in Exhibit A,
attached hereto. The Tax Matters Member shall have the power to manage and
control, on behalf of the Company, any administrative proceeding at the Company
level with the Internal Revenue Service relating to the determination of any
item of Company income, gain, loss, deduction or credit for federal income tax
purposes. In the event that the Company becomes a sole member entity, it is
intended that for federal income tax purposes its assets be deemed to be owned
by the sole member in accordance with the applicable Treasury Regulations.

         SECTION 14. Exculpation and Indemnification.

         (a) Neither the members, the Manager, the directors, their affiliates,
nor any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any member or any such affiliate and who, in
such capacity, shall engage, or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable, in damages or otherwise, to
the Company or to any member for, and neither the Company nor any member shall
take any action against such members, their affiliates or any Specified Agent,
in respect of any loss which arises out of any acts or omissions performed or
omitted by it pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such member, such affiliate, or such
Specified Agent, as applicable, in good faith, determined that such course of
conduct was in the best interests of the Company. Each member shall look solely
to the assets of the Company for return of his, her or its investment, and if
the property of the Company remaining after the discharge of the debts and
liabilities of the Company is insufficient to return such investment, each
member shall have no recourse against the Company, the other 

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