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SEC Filings

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      1.11. Charter Required Consents. Any and all consents, authorizations and
approvals under or in connection with Charter's business or any Contract, Lien
or Legal Requirement by which Charter, any of its Affiliates or their respective
assets are bound, required for Charter to purchase the IPWT Assets and the
Shares and to otherwise perform its obligations under this Agreement and the
Transaction Documents.

      1.12. Closing. The closing of the transactions contemplated by this

      1.13. Closing Time. 11:59 p.m., Eastern time, on the Closing Date.

      1.14. Communications Act. The Communications Act of 1934, as amended, and
the FCC rules and regulations promulgated thereunder.

      1.15. Contract. Any contract, mortgage, deed of trust, bond, indenture,
lease, license, note, franchise, certificate, option, warrant, right or other
instrument, document, obligation or agreement, whether written or oral.

      1.16. Code. United States Internal Revenue Code of 1986, as amended.

      1.17. Environmental Law. Any Legal Requirement relating to pollution or
the protection of public health, safety, welfare or the environment, including
CERCLA, OSHA and RCRA and including Legal Requirements relating to emissions,
discharges, releases or threatened releases of Hazardous Substances into the
environment (including ambient air, surface water, ground water or land) or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Substances.

      1.18. ERISA. The Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder and published
interpretations with respect thereto.

      1.19. ERISA Affiliate. As to any Person, any trade or business, whether or
not incorporated, which together with such Person would be deemed a single
employer within the meaning of Section 4001 of ERISA.

      1.20. Expanded Basic Services. Any video programming provided over a cable
television system, regardless of service tier, other than Basic Services and Pay

      1.21. FCC. The Federal Communications Commission.

      1.22. Governmental Authority. The United States of America, any state,
commonwealth, territory or possession of the United States of America and any
political subdivision or quasi-governmental authority of any of the same,
including any court, tribunal, department, commission, board, bureau, agency,
body, county, municipality, province, parish or other instrumentality of any of
the foregoing.

      1.23. Hazardous Substances. Any pollutant, contaminant, chemical,
industrial, toxic, hazardous or noxious substance or waste which is regulated by
a Governmental Authority, including (a) any petroleum or petroleum compounds
(refined or crude), flammable substances, explosives, radioactive materials or
any other materials or pollutants which pose a significant hazard or potential
significant hazard to the Owned Property or Other Real Property Interests or to
Persons in or about the