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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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the imposition of any condition to the transfer of, any of the System
Franchises, System Licenses or System Contracts that are not reasonably
acceptable to the other Party. No Seller will sell, assign, transfer or
otherwise dispose of all or any portion of the Purchased Interests and the
Contributed Interests held or represented to be held by it on the date of this
Agreement.

                  (c) Notwithstanding the provisions of subsections (a) and (b)
above, no Person will have any further obligation to obtain Required Consents:
(i) with respect to license agreements relating to pole attachments where the
licensing authority will not consent to an assignment of such license agreement
but requires that Buyer enter into a new agreement with such licensing
authority, in which case Buyer shall use its commercially reasonable efforts to
enter into such agreement prior to Closing or as soon as practicable thereafter
and the General Partner, in its capacity as the representative of the Sellers,
will cooperate with and assist Buyer in obtaining such agreements; (ii) for any
business radio license or any private operational fixed service (POFS) microwave
license which the General Partner, in its capacity as the representative of the
Sellers, reasonably expects can be obtained within 120 days after the Closing
and so long as a conditional temporary authorization (for a business radio
license) or a special temporary authorization (for a POFS license) is obtained
by Buyer under FCC rules with respect thereto; (iii) with respect to Contracts
evidencing Leased Real Property, if, with the consent of Buyer, the Sellers
cause the Partnership to obtain and make operational prior to Closing substitute
Leased Real Property that is reasonably satisfactory to Buyer; (iv) with respect
to Contracts evidencing leased Tangible Personal Property that is material to
the Partnership's Business, if, with the consent of Buyer, the Sellers cause the
Partnership to obtain and make operational prior to Closing substitute Tangible
Personal Property that is reasonably satisfactory to Buyer; and (v) with respect
to Contracts which are not identified with an asterisk (*) on Schedule 3.2, if
the Sellers use commercially reasonable efforts to obtain the Required Consent
of the other party to such Contract but fails to obtain such consent on or prior
to Closing.

                  (d) Prior to the Closing, the Sellers will cause the
Partnership to use commercially reasonable efforts to obtain a renewal or
extension of any System Franchise (for a period expiring no earlier than three
years after the Closing Date) for which a valid notice of renewal pursuant to
the formal renewal procedures established by Section 626 of the Cable Act has
not been timely delivered to the appropriate Governmental Authority and no
written confirmation has been received from such Governmental Authority that the
procedures established by Section 626 of the Cable Act nonetheless will be
applicable with respect to the renewal or extension of such System Franchise.

         5.4      Confidentiality; Press Release.

                  (a) Sellers may from time to time in the course of this
transaction disclose to Buyer information and material concerning the Sellers,
the Partnership and the Subsidiaries, the Partnership Assets and the Partnership
Systems, including proprietary information, contracts, marketing information,
technical information, product or service concepts, subscriber information,
rates, financial information, ideas, concepts and research and development (any
of the foregoing and any analysis, compilations, studies or other documents
prepared by or on behalf of Buyer in respect thereof are hereafter collectively
referred to as "Confidential Information"). The term "Confidential


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