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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
 
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            9.2.6. FIRPTA Certificate. FIRPTA Non-Foreign IPWT Certificate
certifying that IPWT is not a foreign person within the meaning of Section 1445
of the Code reasonably satisfactory in form and substance to Charter.

            9.2.7. Officer's Certificate. Charter will have received a
certificate executed by an executive officer of IPWT dated the date of the
Closing, reasonably satisfactory in form and substance to Charter certifying
that the conditions specified in Sections 8.1.1 and 8.1.2 have been satisfied.

            9.2.8. Opinions of Counsel. Opinions of Pillsbury Madison & Sutro
LLP, Ross & Hardies and Dow, Lohnes & Albertson PLLC, substantially in the forms
attached as Exhibits C.1, C.3 and C.4 to the Common Agreement.

            9.2.9. Stock Certificates. Stock certificates representing the
Shares, accompanied by stock powers duly executed in blank or duly executed
instruments of transfer, and all other documents necessary to transfer to
Charter title to the Shares.

            9.2.10. Other. Such other documents and instruments as may be
necessary to effect the intent of this Agreement and to consummate the
transactions contemplated hereby.

      9.3. Charter's Delivery Obligations. At the Closing, Charter will deliver
or cause to be delivered to IPWT the following:

            9.3.1. Cash Consideration. The Adjusted Value will be paid by
Charter to IPWT in accordance with the Common Agreement.

            9.3.2. Bill of Sale and Assignment and Assumption Agreement. The
Bill of Sale and Assignment and Assumption Agreement in the form of Exhibit
9.2.1.

            9.3.3. Evidence of Authorization Actions. Certified resolutions of
Charter or other evidence reasonably satisfactory to IPWT that Charter has taken
all action necessary to authorize the execution of this Agreement and the
Transaction Documents and the consummation of the transactions contemplated
hereby.

            9.3.4. Officer's Certificate. IPWT will have received a certificate
executed by an executive officer of Charter dated the date of the Closing,
reasonably satisfactory in form and substance to IPWT certifying that the
conditions specified in Sections 8.2.1 and 8.2.2 have been satisfied.

            9.3.5. Opinion of Counsel. Opinion of Irell & Manella LLP,
substantially in the form of Exhibit C.2 to the Common Agreement

            9.3.6. Other. Such other documents and instruments as may be
necessary to effect the intent of this Agreement and to consummate the
transactions contemplated hereby.

      10. TERMINATION AND DEFAULT.

      10.1. Termination Events. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned:

            10.1.1. At any time, by the mutual agreement of Charter and IPWT;