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            8.2.5 Consents.

                  (a) Except as otherwise provided in Section 7.5.5, Required
Consents relating to all Charter System Franchises shall have been obtained in
form and substance reasonably satisfactory to IPSE, or the consent of the
appropriate Governmental Authority shall be deemed to have been received in
accordance with Section 617 of the Communications Act (47 U.S.C. ss.537).

                  (b) Except as otherwise provided in Section 7.5.3, IPSE shall
have received evidence, in form and substance reasonably satisfactory to it,
that the Charter Required Consents relating to the Charter Systems Licenses and
the Charter Systems Contracts identified with an asterisk (*) on Schedule 5.3
have been obtained.

            8.2.6 No Material Adverse Changes. There shall not have been any
material adverse change in the Charter Assets or the condition (financial or
otherwise) or operations of Charter's Cable Business or the Charter Systems,
taken as a whole, since December 31, 1998.

            8.2.7 Franchise Renewals. Each Charter Systems Franchise for which
(a) a valid notice of renewal pursuant to the formal renewal procedures
established by Section 626 of the Cable Act has not been timely delivered to the
appropriate Governmental Authority, and (b) with respect to which the
appropriate Governmental Authority has not confirmed in writing that the
procedures established by Section 626 nonetheless shall apply to the renewal or
extension of such Charter Systems Franchise, shall have been renewed or extended
for a period expiring no earlier than three years after the Closing Date.

            8.2.8 Common Agreement and Related Closings.

                  (a) The conditions set forth in Section 4.2 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 IPSE or its Affiliates of its or their obligation to consummate such

                                           IPSE/Charter Asset Exchange Agreement