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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      thereof, such indemnifying party shall not be liable to such indemnified
      party for any legal expenses of other counsel or any other expenses, in
      each case subsequently incurred by such indemnified party, in connection
      with the defense thereof other than reasonable costs of investigation. No
      indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of
      any judgment with respect to, any pending or threatened action or claim in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to
      such action or claim) unless such settlement, compromise or judgment (i)
      includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

            (d) Contribution. If for any reason the indemnification provisions
      contemplated by Section 6(a) or Section 6(b) are unavailable to or
      insufficient to hold harmless an indemnified party in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof)
      referred to therein, then each indemnifying party shall contribute to the
      amount paid or payable by such indemnified party as a result of such
      losses, claims, damages or liabilities (or actions in respect thereof) in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party
      and indemnified party shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or omission or alleged omission to state a material fact relates to
      information supplied by such indemnifying party or by such indemnified
      party, and the parties' relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The
      parties hereto agree that it would not be just and equitable if
      contributions pursuant to this Section 6(d) were determined by pro rata
      allocation (even if the holders or any agents or underwriters or all of
      them were treated as one entity for such purpose) or by any other method
      of allocation which does not take account of the equitable considerations
      referred to in this Section 6(d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, or
      liabilities (or actions in respect thereof) referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred
      by such indemnified party in connection with investigating or defending
      any such action or claim. Notwithstanding the provisions of this Section
      6(d), no holder shall be required to contribute any amount in excess of
      the amount by which the dollar amount of the proceeds received by such
      holder from the sale of any Registrable Securities (after deducting any
      fees, discounts and commissions applicable thereto) exceeds the amount of
      any damages which such holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged
      omission, and no underwriter shall be required to contribute any