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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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Companies to remit) to Sellers the aggregate amount of sale proceeds received by
Buyer or the Falcon Companies; and (3) if the Aggregate Consideration is finally
determined pursuant to Section 2.6(a) prior to the consummation of such purchase
by the Franchising Authority, Buyer shall pay to the Sellers in cash the amount
by which the Aggregate Consideration was reduced pursuant to clause (1) above
within three business days after the date on which the amount of the Aggregate
Consideration is finally determined.

         2.5 Payments at Closing.

                  (a) No later than ten (10) days prior to the date scheduled
for the Closing, Falcon shall prepare and deliver to Buyer a written report (the
"Preliminary Closing Statement") setting forth Falcon's estimates of Closing Net
Liabilities, Closing Equivalent Subscribers, and the Aggregate Consideration,
determined in accordance with Section 2.4. The Preliminary Closing Statement
shall be prepared by Falcon in good faith and shall be certified by Falcon to be
its good faith estimate of the Closing Net Liabilities, Closing Equivalent
Subscribers and the Aggregate Consideration as of the date thereof. Falcon shall
make available to Buyer such information as Buyer shall reasonably request
relating to the matters set forth in the Preliminary Closing Statement. If Buyer
does not agree with the Closing Net Liabilities, Closing Equivalent Subscribers
or Aggregate Consideration set forth in the Preliminary Closing Statement, then
on or prior to the third (3rd) day prior to the date scheduled for the Closing,
Buyer may deliver to Falcon a written report (the "Preliminary Dispute Notice")
setting forth in reasonable detail Buyer's good faith estimates (supported by
substantial evidence) of any amount set forth in the Preliminary Closing
Statement with which Buyer disagrees. In the case of any such estimated amount
set forth in the Preliminary Dispute Notice, Falcon and Buyer shall endeavor in
good faith to agree prior to the Closing on the appropriate amount of such
estimates to be used in calculating the Closing Payment (as defined below). If
Falcon and Buyer do not agree on any such amounts by the business day prior to
the date scheduled for the Closing, Falcon, at its election, may either:

                           (1) Elect to postpone the Closing and retain Price
Waterhouse Coopers (Los Angeles, California office) (the "Referee") to make a
determination as to the appropriate treatment for purposes of agreeing on
estimates to be made at Closing of any amounts under dispute and the Closing
shall thereafter take place on the third business day following resolution of
such dispute, subject to satisfaction or waiver of all applicable conditions
precedent. The Referee shall endeavor to resolve the dispute as promptly as
practicable and the Referee's resolution of the dispute shall be final and
binding on the parties for purposes of the estimates to be made at Closing;
provided, however, that in no event shall such resolution result in (i) amounts
less than the amounts therefor (in the case of liabilities) or greater than the
amounts therefor (in the case of assets) set forth in the Preliminary Closing
Statement or (ii) amounts greater than the amounts therefor (in the case of
liabilities) or less than the amounts therefor (in the case of assets) set forth
in the Preliminary Dispute Notice. The costs and expenses of the Referee and its
services rendered pursuant to this Section 2.5 shall be borne one-half by Buyer
and one-half by Sellers; or

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