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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
 
<PAGE>   54
SECTION 6.4       CONFIDENTIALITY.

         Any nonpublic information that either party ("Recipient Party") may
obtain from the other ("Disclosing Party") in connection with this Agreement
with respect to the Disclosing Party or the Systems shall be confidential and,
unless and until Closing shall occur, Recipient Party shall not disclose any
such information to any third party (other than its directors, officers,
partners, employees, counsel and representatives of its advisers and lenders
whose knowledge thereof is necessary in order to facilitate the consummation of
the transactions contemplated hereby) or use such information to the detriment
of Disclosing Party; provided that (i) Recipient may use and disclose any such
information once it has been publicly disclosed (other than by Recipient Party
in breach of its obligations under this Section) or that rightfully has come
into the possession of Recipient Party (other than from Disclosing Party), and
(ii) to the extent that Recipient Party may become compelled by Legal
Requirements to disclose any of such information, Recipient Party may disclose
such information if it shall have made all reasonable efforts, and shall have
afforded Disclosing Party the opportunity, to obtain an appropriate protective
order, or other satisfactory assurance of confidential treatment, for the
information compelled to be disclosed. If this Agreement is terminated,
Recipient Party shall use all reasonable efforts to cause to be delivered to
Disclosing Party, and retain no copies of, any documents, work papers and other
materials obtained by or on the behalf of Recipient Party from Disclosing Party,
whether so obtained before or after the execution hereof. The rights and
obligations of Buyer and Sellers under this Section 6.5 shall survive Closing or
the termination of this Agreement indefinitely. Notwithstanding the foregoing,
the following will not constitute a part of the information for the purposes of
this Section:

         a. information that a party can show was known by the Recipient Party
prior to the disclosure thereof by the Disclosing Party;

         b. information that is or becomes generally available to the public
other than as a result of a disclosure directly or indirectly by the Recipient
Party in breach of this Section 6.4;

         c. information that is independently developed by the Recipient Party;

         d. information that is or becomes available to the Recipient Party on a
non-confidential basis from a source other than the Disclosing Party, provided
that such source is not known by the Recipient Party to be bound by any
obligation or confidentiality in relation thereto;


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