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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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Buyer, and (iv) has taken all steps to date such that it reasonably expects to
complete the Year 2000 Remediation Program by December 31, 1999, and (B) with
respect to Third Party Systems, has no reason to believe, after due inquiry,
that such Third Party Systems will adversely impact the Year 2000 Readiness of
the Computer Systems.

      5.25 Trademarks, Patents and Copyrights.

      Each member of the Company Group owns or possesses adequate licenses or
other valid rights, title and interest to use all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, copyrights,
service marks, trade secrets, applications for trademarks and for service marks,
know-how and other proprietary rights and information (collectively,
"Intellectual Property") used or held for use in connection with the business of
each member of the Company Group as currently conducted or as contemplated to be
conducted, except for Intellectual Property owned by the Disbursement Agent and
to be licensed to Buyer pursuant to the License. The Company is unaware of any
assertion or claim challenging the validity of any of the foregoing (or any
basis therefor). To the knowledge of the Company, the conduct of the business of
each member of the Company Group as currently conducted does not infringe,
either directly or indirectly, any patent, patent right, license, trademark,
trademark right, trade name, trade name right, service mark or copyright of any
Third Party. To the knowledge of the Company, there are no infringements of any
proprietary rights owned by or licensed by or to each member of the Company
Group. The Disbursement Agent owns all right, title and interest in the
trademarks "Cablevision Communications," "Total TV" and "Total Web," including
without limitation all intellectual property therein, which trademarks will be
licensed to the Company pursuant to the License, covering a period of 180 days
from the Closing Date.

                                   ARTICLE VI
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      As an inducement to Sellers to enter into this Agreement and to consummate
the transactions contemplated hereby, Buyer hereby represents (as of the date of
this Agreement) and warrants as follows:

      6.1 Organization.

      Buyer is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and has the power and authority
to own and use its properties and to transact the business in which it is
engaged and to acquire the Purchased Interests pursuant to this Agreement.

      6.2 Authority Relative to this Agreement.

      Buyer has all necessary corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on the part of 


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