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>   70
I and Phase II environmental audits and reports shall be borne by Buyer. The
Falcon Companies shall cooperate with Buyer in all reasonable respects in
connection with such Phase I and Phase II environmental audits and reports,
including providing all reasonable access to their respective properties and
facilities.

         6.17 Year 2000 Matters. The Falcon Companies shall have taken
commercially reasonable actions to implement the Year 2000 Plan and to complete
implementation of the Year 2000 Plan as soon as is reasonably practicable. The
Falcon Companies shall cooperate with Buyer prior to the Closing with respect to
the Year 2000 Matters. Such cooperation shall include providing Buyer with
status reports as Buyer may reasonably request regarding Year 2000 Matters,
assisting Buyer in the refinement and implementation of the Year 2000 Plan,
assisting Buyer in developing and implementing plans for Buyer to continue the
Year 2000 Plan after the Closing, and using commercially reasonable efforts to
implement all solutions identified as reasonably necessary to the implementation
of the Year 2000 Plan by vendors, distributors and manufacturers of the Falcon
Companies' computer applications.

         6.18 TCI Arrangements. At the Closing, the business arrangements
specified on Schedule 6.18 between the Falcon Companies and TCI or Affiliates of
TCI will be terminated, except as provided in Schedule 6.18.

         6.19 Restructuring. Falcon will in good faith cooperate with Buyer in
examining a restructuring to be effected at or after Closing of Falcon and
certain Falcon Companies, as contemplated by Buyer; provided that neither Falcon
nor any of the Falcon Companies will be required to undertake any actions that
would, or could reasonably be expected to (as determined by Falcon in its
reasonable discretion): (i) have an adverse economic effect on Falcon, any of
the Falcon Companies, any Seller or any direct or indirect equity holder of any
Seller for which Buyer does not make any such party economically whole, or (ii)
more than immaterially delay the Closing.

SECTION 7:        CONDITIONS TO OBLIGATIONS

         7.1 Conditions to Obligations of the Buyer. All obligations of Buyer at
the Closing hereunder are subject to the fulfillment (or waiver at the option of
Buyer) prior to or at the Closing of each of the following conditions:

                  (a) Representations and Warranties of Falcon and Sellers. As
to the representations and warranties of Falcon set forth in Section 3 and of
Sellers set forth in Section 4, (1) those representations and warranties set
forth in Section 3 and Section 4 which are expressly stated to be made solely as
of the date of this Agreement or another specified date shall be true and
correct in all respects as of such date (without regard to the materiality or
material adverse effect qualifiers set forth therein), and (2) all other
representations and warranties of Falcon or Sellers set forth in Section 3 and
Section 4 respectively, shall be true and correct in all respects at and as of
the time of the Closing as though made at and as of that time (without regard to
the materiality or material adverse effect qualifiers set forth therein);
provided that for purposes of each of clauses (1)




                                       60