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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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         3.4 Absence of Conflicting Agreements; Consents. Except for the
expiration or termination of any applicable waiting period under the HSR Act, or
as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability
of Falcon to perform its obligations under the Transaction Documents to which it
is a party, the execution, delivery and performance by Falcon and Sellers of
this Agreement and the other Transaction Documents to which they are a party
(with or without the giving of notice, the lapse of time, or both): (a) do not
require any Consent of, declaration to , notice to, or filing with any
Governmental Authority or any other Person under any Franchise, FCC License or
Material Contract; (b) will not conflict with any provision of the
Organizational Documents of any Falcon Company, each as currently in effect; (c)
assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will
not conflict with, in any material way, result in a material breach of, or
constitute a material default under any Legal Requirement to which any Falcon
Company is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or
Schedule 3.8, will not conflict with, constitute grounds for termination of,
result in a breach of, constitute a default under, or accelerate or permit the
acceleration of any performance required by the terms of any Franchise, FCC
License, or Material Contract; and (e) assuming receipt of all Consents, will
not result in the creation of any Encumbrance upon the Assets or the Purchased
Interests. Notwithstanding the foregoing, Falcon makes no representation or
warranty regarding any of the foregoing that may result from the specific legal
or regulatory status of Buyer or its Affiliates or as a result of any other
facts that specifically relate to the business or activities in which Buyer or
its Affiliates is or proposes to be engaged other than the cable television
business.

         3.5 Financial Statements.

                  (a) Falcon has delivered to Buyer true and complete copies of
the audited consolidated financial statements of Falcon (including the notes
thereto) for the year ended December 31, 1998 and the unaudited consolidated
financial statements of Falcon for the three months ended March 31, 1999
(collectively, the "Falcon Financial Statements").

                  (b) The Falcon Financial Statements: (1) have been prepared
from the books and records of the Falcon Companies to which they relate; (2)
have been prepared in accordance with GAAP consistently applied (except as
indicated in the notes thereto and except, in the case of the unaudited Falcon
Financial Statements, for the omission of footnotes and changes resulting from
customary and recurring year-end adjustments); and (3) subject to the addition
of footnotes and changes resulting from customary and recurring year-end
adjustments in the case of the unaudited Falcon Financial Statements which in
the aggregate are not expected to be material, present fairly in all material
respects the financial condition of the Falcon Companies to which they relate as
at December 31, 1998, or March 31, 1999, as the case may be, and the results of
operations for the period then ended.

         3.6 Absence of Undisclosed Liabilities.

                  (a) None of the Falcon Companies has any indebtedness,
liability or obligation of a type required by GAAP to be reflected on a balance
sheet that is not reflected or reserved against

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