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that the procedures established by Section 626 nonetheless shall apply to the
renewal or extension of such IPSE Systems Franchise, shall have been renewed or
extended for a period expiring no earlier than three years after the Closing

            8.1.8 Common Agreement and Related Closings.

                  (a) The conditions set forth in Section 4.1 of the Common
Agreement shall have been satisfied or waived.

                  (b) The transactions contemplated by the IP Agreements and the
Redemption Agreement (each as defined in the Common Agreement) shall have been,
or will be, consummated as set forth in Section 4.4 of the Common Agreement,
except to the extent such Agreements are not consummated as a result of a breach
by any Charter Party or their Affiliates of its or their obligation to
consummate such transactions.

      8.2 Conditions to IPSE's Obligations. The obligations of IPSE to
consummate the transactions contemplated by this Agreement will be subject to
the satisfaction, at or before the Closing, of the following conditions, one or
more of which may be waived by IPSE:

            8.2.1 Accuracy of Representations and Warranties. The
representations and warranties of Charter in this Agreement and in the
Transaction Documents, without giving effect to any materiality qualification
contained therein, are true, complete and accurate on and as of the date hereof
and at and as of the Closing with the same effect as if made at and as of the
Closing, except to the extent that all misstatements, omissions and
inaccuracies, in the aggregate, do not have a material adverse effect on the
Charter Assets, Charter's Cable Businesses, the operations, condition (financial
or otherwise) or results of operations of the Charter Systems taken as a whole,
or on the ability of any Charter Party to perform its obligations under this

            8.2.2 Performance of Agreements. Charter shall have performed in all
material respects all obligations and agreements and complied in all material
respects with all covenants in this Agreement and in any Transaction Document to
be performed and complied with by it at or before the Closing.

            8.2.3 Deliveries. Charter shall have delivered the items and
documents required to be delivered by it pursuant to this Agreement, including
those required to be delivered to IPSE under Section 9.3.

            8.2.4 Legal Proceedings. No Legal Requirement of any Governmental
Authority (including any temporary Legal Requirement) shall be in effect which
would prevent or make illegal the consummation of any of the transactions
contemplated by this Agreement or any Transaction Document.

                                           IPSE/Charter Asset Exchange Agreement