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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is required, including, without
      limitation, under the Cable Acts or any order, rule or regulation of the
      FCC, for the consummation by the Issuers of the transactions contemplated
      by this Exchange and Registration Rights Agreement, except the
      registration under the Securities Act of the Notes, qualification of the
      Indenture under the Trust Indenture Act and such consents, approvals,
      authorizations, registrations or qualifications as may be required under
      State Notes or blue sky laws in connection with the offering and
      distribution of the Notes.

            (d) This Exchange and Registration Rights Agreement has been duly
      authorized, executed and delivered by the Issuers.

            6.       Indemnification.

            (a) Indemnification by the Issuers. The Issuers , jointly and
      severally, (i) will indemnify and hold harmless each of the holders of
      Registrable Securities included in an Exchange Offer Registration
      Statement, each of the Electing Holders of Registrable Securities included
      in a Shelf Registration Statement and each person who participates as a
      placement or sales agent or as an underwriter in any offering or sale of
      such Registrable Securities against any losses, claims, damages or
      liabilities, joint or several, to which such holder, agent or underwriter
      may become subject under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon an untrue statement or alleged untrue
      statement of a material fact contained in any Exchange Offer Registration
      Statement or Shelf Registration Statement, as the case may be, under which
      such Registrable Securities were registered under the Securities Act, or
      any preliminary, final or summary prospectus contained therein or
      furnished by the Issuers to any such holder, Electing Holder, agent or
      underwriter, or any amendment or supplement thereto, or arise out of or
      are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, and (ii) will reimburse such holder,
      such Electing Holder, such agent and such underwriter for any legal or
      other expenses reasonably incurred by them in connection with
      investigating or defending any such action or claim as such expenses are
      incurred; provided, however, that neither of the Issuers shall be liable
      to any such persons in any such case to the extent that any such loss,
      claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission made
      in such registration statement, or preliminary, final or summary
      prospectus, or amendment or supplement thereto, in reliance upon and in
      conformity with written information furnished to the Issuers by such
      persons expressly for use therein.

            (b) Indemnification by the Holders and any Agents and Underwriters.
      The Issuers