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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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         11.7 Severability. Any provision (or portion thereof) of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portion of such provision or
the other provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by applicable law) not
invalidate or render unenforceable such provision in any other jurisdiction.
Notwithstanding the foregoing, in the event of any such determination the effect
of which is to affect materially and adversely any party, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled and consummated to the maximum extent
possible.

         11.8 Entire Agreement. This Agreement, the Disclosure Schedules and the
Exhibits hereto, the other Transaction Documents to be delivered by the parties
pursuant to this Agreement and the Confidentiality Agreement collectively
represent the entire understanding and agreement between Buyer, Falcon and
Sellers with respect to the subject matter hereof and thereof and supersede all
prior agreements, understandings and negotiations between the parties. Buyer
acknowledges that none of Falcon or Sellers has made any, or makes any,
promises, representations, warranties, covenants or undertakings, express or
implied, other than those expressly set forth in this Agreement, the other
Transaction Documents and the Confidentiality Agreement.

         11.9 Amendments; Waiver of Compliance; Consents. This Agreement may be
amended and any provision of this Agreement may be waived; provided that any
such amendment or waiver (a) will be binding upon Falcon or Sellers prior to the
Closing only if such amendment or waiver is set forth in a writing executed by
Falcon and Sellers, (b) will be binding upon Sellers after the Closing only if
such amendment or waiver is set forth in a writing executed by Sellers and (c)
will be binding upon Buyer only if such amendment or waiver is set forth in a
writing executed by Buyer.

         11.10 Counterparts. This Agreement may be signed in counterparts with
the same effect as if the signature on each counterpart were upon the same
instrument.

         11.11 Specific Performance. The parties recognize that in the event
Sellers should refuse to perform at the Closing any of its obligations under the
provisions of this Agreement, monetary damages alone will not be adequate. Buyer
shall therefore be entitled, in addition to any other remedies which may be
available, including money damages, to obtain specific performance of any of the
obligations of the Sellers under the provisions of this Agreement to be
performed at Closing, without the requirement of posting a bond or other
security. In the event of any action to enforce this Agreement specifically
pursuant to this Section 11.12, Sellers hereby waive the defense that there is
an adequate remedy at law.

         11.12 Tax Consequences. No party to this Agreement makes any
representation or warranty, express or implied, with respect to the Tax
implications of any aspect of this Agreement on any other party to this
Agreement, and all parties expressly disclaim any such representation or




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