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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   46

      7.13. Confidentiality and Publicity.

            7.13.1. Prior to the Closing, each Party will keep confidential any
non-public information that such Party may obtain from the other in connection
with this Agreement, and following the Closing, each Party will keep
confidential any non-public information that such Party may obtain from the
other in connection with this Agreement unrelated to the Cable Business, Systems
and Shares transferred by IPWT pursuant to this Agreement as well as any
non-public information in the possession of Charter related to the Cable
Business, Systems and Shares transferred by IPWT to Charter pursuant to this
Agreement (any such information that a Party is required to keep confidential
pursuant to this sentence shall be referred to as "Confidential Information").
Charter will not disclose, and will cause its employees, consultants, advisors
and agents not to disclose, any Confidential Information to any other Person
(other than its directors, officers and employees and representatives of its
advisers and lenders whose knowledge thereof is necessary in order to facilitate
the consummation of the transactions contemplated hereby) or use, and will cause
its controlled Affiliates, directors, officers, employees, consultants, advisors
and agents not to use, such Confidential Information to the detriment of the
other; provided that (i) Charter may use and disclose any such Confidential
Information once it has been publicly disclosed (other than by Charter in breach
of its obligations under this Section) or which rightfully has come into the
possession of Charter (other than from IPWT, IPSE or RMG and other than from
another Person in violation of any duty or obligation of confidentiality) and
(ii) to the extent that Charter may, in the reasonable opinion of its counsel,
be compelled by Legal Requirements to disclose any of such Confidential
Information, Charter may disclose such Confidential Information if it will have
used all reasonable efforts, and will have afforded the other the opportunity,
to obtain an appropriate protective order or other satisfactory assurance of
confidential treatment, for the Confidential Information compelled to be
disclosed. In the event of termination of this Agreement, Charter will cause to
be delivered to IPWT, IPSE or RMG, and retain no copies of, any documents, work
papers and other materials obtained by Charter or on its behalf from the other,
whether so obtained before or after the execution hereof.

            7.13.2. No Party will issue any press releases or make any other
public announcement concerning this Agreement and the transactions contemplated
hereby, except as required by applicable Legal Requirements, without the prior
written consent and approval of the other Party, which consent and approval may
not be unreasonably withheld.

            7.13.3. Each Party expressly agrees that, in addition to any other
right or remedy the other may have, such other Party may seek and obtain
specific performance of the covenants and agreements set forth in or made
pursuant to this Section 7.13 and temporary and permanent injunctive relief to
prevent any breach or violation thereof, and that no bond or other security may
be required from such other parties in connection therewith.

      7.14. Bulk Transfer. Each Party waives compliance by each other Party with
Legal Requirements relating to bulk transfers applicable to the transactions
contemplated hereby.

      7.15. Lien Searches. IPWT will obtain, at its expense, the results of a
lien search conducted by a professional search company of records in the offices
of the secretaries of state in each state and county clerks in each county where
there exist any Owned Property or Tangible Personal Property, and in the state
and county where IPWT's, IPSE's or RMG's principal offices are located,
including copies of all financing statements or similar notices or filings (and
any continuation statements) discovered by such search company.