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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   58

      11. SURVIVAL; REMEDIES.

      11.1 Survival of Representations, Warranties Covenants and Agreements. The
representations, warranties, covenants and agreements of RMG, IPWT and Charter
in this Agreement and in the Transaction Documents will survive Closing for a
period of twelve (12) months after the Closing Date. The period of survival of
the representations, warranties, covenants and agreements prescribed by this
Section 11.1 are referred to as the "Survival Period." The liabilities of each
Party under its respective representations, warranties, covenants and agreements
will expire as of the expiration of the Survival Period; provided, however, that
such expiration will not include, extend or apply to (a) any representation,
warranty, covenant or agreement the breach of which has been asserted by a Party
in a written notice to the other Party before such expiration or about which a
Party has given the other Party written notice before such expiration indicating
that facts or conditions exist that, with the passage of time or otherwise, can
reasonably be expected to result in a breach (and describing such potential
breach in reasonable detail), (b) the Party's obligations under Sections 7.13
and 7.23, or (c) the Party's obligations under Sections 7.16 and 7.17.1, but
only to the extent reasonably practicable.

      11.2 Exclusive Remedy. The Parties hereby agree that the rights set forth
in the Common Agreement shall be each Party's sole and exclusive remedies
against the other Parties for any claims arising after the Closing Time and
relating to any breaches of the representations, warranties or covenants
contained in this Agreement other than based on fraud.

      12. MISCELLANEOUS PROVISIONS.

      12.1 Parties Obligated and Benefitted. Subject to the limitations set
forth below, this Agreement will be binding upon each of the Parties and their
respective assigns and successors in interest and will inure solely to the
benefit of the Parties and their respective assigns and successors in interest,
and no other Person will be entitled to any of the benefits conferred by this
Agreement. Subject to the foregoing sentence, without the prior written consent
of the other Parties, no Party will assign any of its rights under this
Agreement or delegate any of its duties under this Agreement, provided that the
appropriate Party may assign any or all of its rights under this Agreement to an
Affiliate, provided that such assignment will not result in any adverse tax
consequences to the other Parties, will not give rise to any material
requirements for additional Required Consents, and will not, in the reasonable
judgment of the other Parties, delay the Closing.

      12.2 Notices. Any notice, request, demand, waiver or other communication
required or permitted to be given under this Agreement to any Party will be
given as set forth in the Common Agreement.


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