Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   68
                  (i) Buyer will cause Charter LLC to file a Section 754
election with respect to its first taxable year. Buyer will not revoke, and will
not cause to be revoked, the Section 754 election in effect for itself or for
any of the Falcon Companies and will administer, or cause to be administered,
the elections so as to reflect (A) gain recognized by the Sellers with respect
to the sale of the Purchased Interests and the contribution of the Contributed
Interest, and (B) gain recognized by holders of membership interests in Charter
LLC arising from dispositions of their interests.

         6.11 Falcon Name. The parties agree that the Falcon Companies shall
retain the right to use the names "Falcon" and "Falcon Cable TV" and any and all
derivations thereof with respect to the domestic U.S. cable television and
related businesses conducted by the Falcon Companies from and after the Closing
and that the Sellers shall retain the right to use the name "Falcon" and "Falcon
International" and any and all derivatives thereof with respect to the non-U.S.
cable television and related businesses conducted by certain Falcon entities.

         6.12 No Recourse; Release of Claims. Anything in this Agreement or
applicable law to the contrary notwithstanding, other than claims against
Sellers as and to the extent expressly provided for in Section 9.4 and Section
10 of this Agreement (and other than any claim for fraud or criminal conduct),
neither Buyer nor any of the Falcon Companies will have any claim or recourse
against any of the Released Parties as a result of the breach of any
representation, warranty, covenant or agreement of Falcon or Sellers contained
herein or otherwise arising in connection with the transactions contemplated by
the Transaction Documents or the business or operations of the Falcon Companies
prior to the Closing. Effective as of the Closing, Buyer and each of its
Subsidiaries hereby releases and forever discharges each of the Released Parties
from all actions, causes of action, suits, debts and claims (other than claims
for fraud or criminal conduct) arising out of facts or circumstances prior to
the Closing, whether at law or in equity or otherwise, which Buyer or any of the
Falcon Companies ever had or now or hereafter may have for, upon or by reason of
any matter, cause or thing whatsoever related to the Falcon Companies, whether,
contingent, accrued or otherwise arising out of facts or circumstances prior to
the Closing; provided that the foregoing shall not limit Buyer's rights provided
for in Section 10.

         6.13 Exculpation and Indemnification. After the Closing, Buyer and the
Falcon Companies will be bound by and will assume the same obligations to
satisfy (and Buyer will cause the Falcon Companies to continue to satisfy) the
rights of exculpation, indemnification and advancement of expenses to which the
present and former partners, members, stockholders, directors, representatives,
officers, employees and agents of the Falcon Companies and any of their
respective Affiliates are entitled with respect to any matter existing or
occurring prior to the Closing and/or with respect to this Agreement and the
Transaction Documents, under each such Falcon Company's Organizational
Documents, by contract or agreement or by resolution of the Board of
Representatives or Board of Directors or other similar governing entity (as the
case may be) of such Falcon Company, in accordance with the terms and conditions
of any such exculpation and indemnification provisions as in effect on the date
of this Agreement. Without limiting the foregoing, Buyer agrees to maintain in
place for a period of not less than six years from the Closing, for the benefit
of the parties mentioned in the foregoing sentence, directors' and officers'
insurance,



                                       58