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>   23

      litigation, proceeding or governmental investigation pending or, to the
      knowledge of the shareholders of ING, WS, or Nassau, threatened, or any
      order, injunction or decree outstanding, against any such entity, or any
      of their Affiliates that would prevent the consummation of the
      transactions contemplated by this Agreement.

            (d) Each of ING, WS, and Nassau has timely filed all material
      federal, state, local and foreign Tax Returns required to be filed by it
      through the date hereof and shall timely file all Tax Returns required to
      be filed at or before the Closing. Such reports and returns are and will
      be true, correct and complete in all material respects. Each of ING, WS,
      and Nassau has paid and discharged all Taxes due from it, other than such
      taxes that are being contested in good faith by appropriate proceedings
      and are adequately reserved as shown in the audited consolidated balance
      sheet of such entity dated December 31, 1998. Neither the IRS nor any
      other taxing authority or agency, domestic or foreign, is now asserting
      or, to the knowledge of any shareholder of ING, WS, or Nassau, threatening
      to assert against any of ING, WS, or Nassau any material deficiency or
      material claim for additional Taxes. Moreover, no shareholder of ING, WS,
      or Nassau has knowledge of any facts on the basis of which taxing
      authorities could assert material deficiencies or material claims
      described in the preceding sentence. Each of ING, WS, and Nassau has
      withheld or collected and paid over to the appropriate Governmental
      Entities or is properly holding for such payment all Taxes required by law
      to be withheld or collected. None of ING, WS, or Nassau has any liability
      for the Taxes of any Person pursuant to Section 1.1502-6 of the Treasury
      Regulations promulgated under the Code or comparable provisions of any
      taxing authority in respect of a consolidated or combined Tax Return.
      There are no liens for Taxes upon the assets of any of ING, WS, or Nassau
      other than (i) liens for current Taxes not yet due and payable, (ii) liens
      for Taxes that are being contested in good faith by appropriate
      proceedings and (iii) other liens which, in the aggregate, are not
      material.

            (e) Each of ING, WS, and Nassau has had and will continue to have
      through the Closing Date the federal tax status (i.e., partnership or C
      corporation) such entity reported on its December 31, 1997 federal Tax
      Returns, except as results from any actions taken pursuant to this
      Agreement. There are no outstanding agreements or waivers extending the
      statutory period of limitation applicable to any Tax Returns required to
      be filed by, or which include or are treated as including, any of ING, WS,
      or Nassau.

            (f) Except as set forth on Schedule 4.4(F), none of ING, WS, or
      Nassau is involved in or subject to any joint venture, partnership or
      other arrangement or contract which is treated as a partnership for
      federal, state, local or foreign income tax purposes, except for the
      Company.

            (g) No consent to the application of section 341(f)(2) of the Code
      has been filed with respect to any property or assets held, acquired, or
      to be acquired by any of ING, WS, or Nassau.


                                       19