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SEC Filings

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gross proceeds, withholding, payroll, employment, excise or property taxes and
levies or assessments related to unclaimed property, together with any interest
thereon and any penalties, additions to tax or additional amounts applicable
thereto. For purposes of determining any Tax cost or Tax benefit to any Person,
such amount will be the actual cost or benefit recognized by such Person at the
time of actual payment of the additional Tax or actual recognition of the Tax
benefit. In the event that any Loss, payment or other amount is required to be
determined on an after-Tax basis, such payment or other amount will be
determined without regard to any Tax cost or Tax benefit not actually recognized
at the time of the determination, and appropriate adjustments will be made when
and to the extent that such Tax cost or Tax benefit is actually recognized.

      1.25. TCID Required Consents. Any and all consents, authorizations and
approvals which are identified on Schedule 4.3 and required for TCID to transfer
the TCID RMG shares to Charter pursuant to this Agreement.

      1.26. TCID RMG Shares. The Class B Common Stock and Series A Voting
Preferred Stock.

      1.27. Third Party. Any Person other than, with respect to TCID, TCID and
its Affiliates, or, with respect to Charter, Charter and its Affiliates.

      1.28. Transaction Documents. The Common Agreement and all instruments and
documents described in Sections 7.2 and 7.3 which are being executed and
delivered by or on behalf of Charter or TCID in connection with this Agreement
or the transactions contemplated hereby.

      1.29. Other Definitions. The following terms have the meanings set forth
in the sections indicated in the table below:

           Term                                       Section
           ----                                       -------
           <S>                                        <C>
           Agreement                                  First Paragraph
           Antitrust Division                         5.3
           Charter                                    First Paragraph
           Closing Date                               7.1
           FTC                                        5.3
           IPWT                                       Recital A
           IPWT Asset and Stock Purchase Agreement    Recital A
           RMG                                        Recital A
           Securities Act                             3.5
           Survival Period                            9.1
           TCID                                       First Paragraph

      1.30. Usage. The definitions in Article 1 will apply equally to both the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun will include the corresponding masculine, feminine and
neuter forms. All references herein to Articles, Sections and