Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   50

failure to conduct business in such manner would not have a material adverse
effect on the IPSE Assets, IPSE's Cable Business, the operations, condition
(financial or otherwise) or results of operations of the IPSE Systems taken as a
whole or on the ability of IPSE to perform its obligations under this Agreement.

      6.12 Litigation. Except as set forth on Schedule 6.12: (a) there is no
Litigation pending or, to IPSE's Knowledge, threatened against IPSE or any
Affiliate of IPSE which, if adversely determined, would (i) materially and
adversely affect the financial condition or operations of IPSE's Cable Business,
any of the IPSE Systems, the IPSE Assets or the ability of IPSE to perform its
obligations under this Agreement or (ii) result in the modification, revocation,
termination, suspension or other limitation of any of the IPSE Systems
Franchises, IPSE Systems Licenses, or IPSE Systems Contracts; and (b) there is
not in existence any Judgment requiring IPSE or any Affiliate of IPSE to take
any action of any kind with respect to the IPSE Assets or the operation of any
of the IPSE Systems, or to which IPSE (with respect to the IPSE Systems), any of
the IPSE Systems or the IPSE Assets are subject or by which they are bound or
affected, that has not been fully complied with by IPSE.

      6.13 Tax Returns; Other Reports. IPSE has duly and timely filed in correct
form all federal, state, local and foreign Tax returns and other Tax reports
required to be filed by IPSE, and has timely paid all Taxes which have become
due and payable, whether or not so shown on any such return or report, the
failure of which to be filed or paid could affect or result in the imposition of
a Lien upon the IPSE Assets or create any transferee or other liability upon
Charter, except such amounts as are being contested diligently and in good faith
and are not in the aggregate material. Except as set forth on Schedule 6.13,
IPSE has not received any notice of, nor does IPSE have any Knowledge of, any
deficiency, assessment or audit, or proposed deficiency, assessment or audit
from any taxing Governmental Authority which could affect, or result in the
imposition of a Lien upon, any of the IPSE Assets or transferee or other
liability upon Charter.

      6.14 Employment Matters.

            6.14.1 IPSE has complied in all material respects with all
applicable Legal Requirements relating to the employment of labor, including
WARN, continuation coverage requirements with respect to group health plans and
those relating to wages, hours, collective bargaining, unemployment insurance,
workers' compensation, equal employment opportunity, age, sex, race and
disability discrimination, immigration control and the payment and withholding
of Taxes.

            6.14.2 There are no Liens against the IPSE Assets under Section
412(n) of the Code or Sections 302(f) or 4068 of ERISA. At the Closing, Charter
and its ERISA Affiliates will have no obligation to contribute to, or any
liability in respect of, (i) any employee benefit plan within the meaning of
Section 3(3) of ERISA, or (ii) any similar employment, severance 

                                           IPSE/Charter Asset Exchange Agreement


                                       39