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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
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         k. Incumbency. An incumbency certificate of the persons providing the
certificate under clause (d) above;

         l. Compliance with FIRPTA. A certificate executed by each Seller, in a
form reasonably satisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) of
the Treasury Regulations promulgated under the Code, certifying that such Seller
is not a foreign person; and

         m. Indemnity Escrow Agreement. The Indemnity Escrow Agreement, duly
executed by each Seller and the Escrow Agent.


         At Closing, Buyer shall deliver or cause to be delivered to Seller the

         a. Purchase Price and Current Items Amount. The Purchase Price plus or
minus the Current Items Amount, the Subscriber Adjustment and Escrow, as
determined in accordance with the provisions of Section 2.7(a);

         b. Bill of Sale. Executed counterparts of the Bill of Sale;

         c. Assumption Agreement. An assumption agreement substantially in the
form attached hereto as Exhibit C;

         d. Officer's Certificate. The certificate described in Section 7.2(c);

         e. Evidence of Authorizations. A certificate executed by Buyer, dated
as of the Closing Date, (1) certifying that the resolutions, as attached to said
certificate, were duly adopted by the Board of Directors of Buyer, authorizing
and approving the execution by such party of this Agreement and the other
Transaction Documents to which such party is a party and the consummation of the
transactions contemplated hereby and thereby and that such resolutions remain in
full force and effect; and (2) providing, as attachments thereto, Certificates
of Good Standing for Buyer certified by an appropriate state official of the
State of Delaware certified by such state official as of a date not more than
fifteen (15) days before the Closing Date;

         f. Incumbency. An incumbency certificate of Buyer evidencing the
authority of the entities and individuals who are signatories to this Agreement
and each other Transaction Documents to which Buyer is a party; and

         g. Opinion of Buyer's Counsel. The opinion described in Section 7.2(e);