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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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the receipt or failure to receive the Required Consents applicable to such
Retained Franchises and Matching Franchises.

                  (f) All references in this Agreement to the Closing and the
Closing Date will mean the Closing and Closing Date of the Primary Transfer
except as specifically provided otherwise in this Section 7.5.5(f). Without
limiting the foregoing, all representations and warranties (except as to those
Required Consents that have not been obtained) made in connection with the
Retained Franchises and the Matching Franchises will be made as of the Closing
Date rather than the date of the Subsequent Transfer, the other covenants in
Article 7 will not apply to the Retained Franchises or the Matching Franchises
following the Closing Date, and the Survival Period applicable under Article 11
for all such representations, warranties and covenants will accrue from the
Closing Date; provided, that the parties will negotiate in good faith to include
appropriate covenants in the Operating Agreements that will apply to the
Retained Franchises and the Matching Franchises following Closing. The closing
conditions in Article 8 will not apply to any Retained Franchise or Matching
Franchise transfer; provided, that the parties will negotiate in good faith to
include appropriate conditions to the later transfer of the Retained Franchises
and the Matching Franchises in the Operating Agreements. Notwithstanding the
foregoing, the adjustments provided for in Article 3 will be made as of the
Closing Date for both the Retained Franchises and the Matching Franchises.

                  (g) If the provisions of this Section 7.5.5 become operative,
the parties agree to use commercially reasonable efforts and act in good faith
in taking such actions and negotiating such additional provisions or other
agreements, including amendments to this Agreement, as may be necessary or
appropriate to carry out the intent of this Section 7.5.5, including keeping
franchise transfers effective.

      7.6 Title Commitments and Surveys. Each Party will have the option to
obtain, at its own expense, (i) commitments of title insurance ("Title
Commitments") issued by a nationally recognized title insurance company selected
by the requesting party (the "Title Company") and containing policy limits and
other terms reasonably acceptable to the requesting party, and photocopies of
all recorded items described as exceptions therein committing to insure (A) fee
title in the requesting party to each parcel of IPSE Owned Property or Charter
Owned Property, as the case may be, and (B) a leasehold interest in the
requesting party in each parcel of IPSE Leased Property or Charter Leased
Property, as the case may be, that is the site of a System headend or tower, by
American Land Title Association ("ALTA") (1992) owner's or lessee's policies of
title insurance, and (ii) current ALTA as-built surveys (in accordance with the
Minimum Standard Detail Requirements for Land Title Surveys jointly established
and adopted by ALTA and the American Congress on Surveying and Mapping in 1992)
of each such parcel of IPSE or Charter Owned Property or IPSE or Charter Leased
Property with monuments placed at all major corners of the property boundary
unless already marked and showing the location and identification by recorded

                                           IPSE/Charter Asset Exchange Agreement


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