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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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SECTION 10: SURVIVAL

         10.1     Survival.

                  None of the representations and warranties of Falcon or
Sellers set forth herein shall survive the Closing, except for: (i) the
representation and warranty of the respective Seller set forth in Section 4.4(a)
as to the title to the Purchased Interests of such Seller, which shall survive
indefinitely, and (ii) the representations and warranties of Falcon set forth in
the second and fifth sentences of Section 3.3(b), which shall also survive
indefinitely, and (iii) the representation of Falcon set forth in Section 3.12
with respect to income Taxes, which shall survive for the applicable statute of
limitations period. Sellers will indemnify and hold Buyer harmless from and
against all losses and damages arising out of any breach of any representation
and warranty that survives the Closing so long as such representation and
warranty survives as provided in the preceding sentence, provided that no Seller
shall have any liability for a breach by another Seller of the representation
and warranty referred to in clause (i) above, and each Seller's liability for a
breach by Falcon of the representations and warranties referred to in clauses
(ii) and (iii) above shall be limited to its proportionate share of the losses
and damages based on its proportionate share of the Aggregate Consideration.
None of the covenants and agreements of Sellers set forth herein shall survive
the Closing, other than the agreements of Sellers contained in Sections
2.6(b)(1)(B), 6.2(b), 6.4(e), 6.4(g) (if applicable), 6.10, 11.1, 11.2, 11.3,
11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10 and 11.11, which shall survive the
Closing until performed and discharged in full. None of the representations and
warranties of Buyer set forth herein shall survive the Closing. The covenants
and agreements of Buyer set forth herein to be discharged in full prior to the
Closing shall not survive the Closing. All covenants and agreements of Buyer set
forth herein to be performed in whole or in part after the Closing shall survive
the Closing until performed and discharged in full. Notwithstanding anything in
this Section 10.1 to the contrary, this Section 10.1 shall not apply to any
representations, warranties, covenants or agreements set forth in the other
Transaction Documents, which shall be governed by their respective terms.

SECTION 11: MISCELLANEOUS

         11.1 Fees and Expenses. Except as otherwise provided in this Agreement,
each party shall pay its own expenses incurred in connection with the
authorization, preparation, execution, and performance of this Agreement,
including all fees and expenses of counsel, accountants, agents, and
representatives.

         11.2 Notices. All notices, demands, and requests required or permitted
to be given under the provisions of this Agreement shall be in writing, may be
sent by telecopy (with automatic machine confirmation), delivered by personal
delivery, or sent by commercial delivery service or certified mail, return
receipt requested, shall be deemed to have been given on the date of actual
receipt, which may be conclusively evidenced by the date set forth in the
records of any commercial delivery service or on the return receipt, and shall
be addressed to the recipient at the address



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