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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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         Buyer and Sellers acknowledge that irreparable damage would occur if
any of their respective covenants and obligations in this Agreement are not
performed and that money damages would be an inadequate remedy therefor.
Accordingly, it is agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of such covenants and to enforce specifically
the covenants and obligations in this Agreement.

                           ARTICLE XI. INDEMNIFICATION


         From and after Closing, subject to Sections 11.4, 11.5 and 11.6 hereof,
each Seller severally (and not jointly) shall indemnify and hold harmless Buyer
from and against any and all Losses arising out of or resulting from the

         a. Any representations and warranties made by such Seller in this
Agreement (with each Seller's representations and warranties limited as provided
at Section 3.5) not being true and accurate when made or when required by this
Agreement to be true and accurate;

         b. As to any Asset Seller, any liabilities and obligations (other than
Assumed Obligations and Liabilities) arising out of or relating to the operation
of the Systems of such Asset Seller prior to the Closing Date, including,
without limitation, the Retained Liabilities and Obligations, but excluding (i)
any liabilities and obligations that are applied to reduce the Purchase Price
pursuant to Section 2.6 hereof and (ii) obligations under the Controlled Entity
Credit Agreements;

         c. As to any Asset Seller, any obligation to refund to subscribers of
the Systems any payments made by such subscribers for service received by them
prior to Closing, unless the obligation to make refunds results from Buyer's
consent to such refunds or Buyer's request that such refunds be required,
provided that the Buyer's acquiescence to a governmental order not requested by
Buyer shall not be deemed consent; and

         d. Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs and expenses, including without limitation,
reasonable legal fees and reasonable expenses, incident to any of the foregoing
or incurred in investigating or