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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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and warrants to RMG and to IPWT as of the date of this Agreement and as of the
Closing as follows:

      6.1 Organization and Qualification of Charter. Charter is a limited
liability company duly formed, validly existing and in good standing under the
laws of the State of Delaware. Charter has all requisite power and authority to
own, lease and use the assets owned, leased or used by it and to conduct its
business as it is currently being conducted by it. As of the date of this
Agreement, Charter is duly qualified to do business and is in good standing
under the laws of each jurisdiction in which the ownership, leasing or use of
the assets owned, leased or used by it or the nature of its activities in
connection with its business makes such qualification necessary.

      6.2 Authority and Validity. Charter has all requisite corporate power and
authority to execute and deliver, to perform its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Transaction
Documents. The execution and delivery by Charter of, its performance under, and
its consummation of the transactions contemplated by, this Agreement and the
Transaction Documents have been duly and validly authorized by all action by or
on behalf of Charter. This Agreement has been, and when executed and delivered
by Charter the Transaction Documents will be, duly and validly executed and
delivered by Charter and the valid and binding obligations of Charter,
enforceable against it in accordance with their terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to the enforcement of
creditors' rights generally or by principles governing the availability of
equitable remedies.

      6.3 No Conflict; Required Consents. Except as set forth on Schedule 6.3,
and assuming all Required Consents have been obtained and the expiration or
earlier termination of the waiting period under the HSR Act has occurred, the
execution and delivery by Charter of, its performance under, and its
consummation of the transactions contemplated by, this Agreement and the
Transaction Documents do not and will not: (a) conflict with or violate any
provision of the organizational documents of Charter; (b) violate any provision
of any Legal Requirement; (c) require any consent, approval or authorization of,
or filing of any certificate, notice, application, report or other document
with, any Governmental Authority or other Person; or (d) (i) conflict with,
violate, result in a breach of or constitute a default under (without regard to
requirements of notice, lapse of time or elections of other Persons or any
combination thereof), (ii) permit or result in the termination, suspension or
modification of, (iii) result in the acceleration of (or give any Person the
right to accelerate) the performance of Charter under, or (iv) result in the
creation or imposition of any Lien under any instrument or other agreement to
which Charter is a party or by which Charter or any of its assets is bound or
affected, except for purposes of clauses (c) and (d) such consents, approvals,
authorizations and filings that, if not obtained or made, would not, and such
violations, conflicts, breaches, defaults, terminations, suspensions,
modifications and accelerations as would not, individually or in the aggregate,
have an adverse effect on its ability to perform its obligations under this
Agreement or the Transaction Documents.


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