Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   69
Closing until the expiration of the applicable statute of limitations) shall
expire as of the Closing Date and shall not survive the Closing.

                  (c) Representations and Warranties of Buyer. The
representations and warranties of Buyer contained in Article 4 of this Agreement
(other than the representations and warranties contained in Sections 4.4, 4.5
and 4.6, which shall survive the Closing until the expiration of the applicable
statute of limitations) shall expire as of the Closing Date and shall not
survive the Closing.

                  (d) Acknowledgment by Buyer. Buyer understands that the
representations and warranties of the Sellers contained in this Agreement will
not survive the Closing (except as expressly set forth in Section 9.10(b)) and
constitute the sole and exclusive representations and warranties of the Sellers
to Buyer in connection with the transactions contemplated hereby. BUYER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND
WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PURPOSE AND ANY WARRANTIES RELATING TO THE FUTURE
OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES
OF THE PARTNERSHIP) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. Buyer has
conducted its own inspection of the Partnership's Business and the Partnership
Systems to its own satisfaction and has independently investigated, analyzed and
appraised the condition, value, prospects, and profitability thereof and the
risks associated therewith.

                  (e) Acknowledgment by the Sellers. Each Seller understands
that the representations and warranties of Buyer contained in this Agreement
will not survive the Closing (except as expressly set forth in this Section
9.10) and constitute the sole and exclusive representations and warranties of
Buyer to the Sellers in connection with the transactions contemplated hereby,
and each Seller understands, acknowledges and agrees that all other
representations and warranties of any kind or nature expressed or implied are
specifically disclaimed by Buyer.

         9.11     Limitation of Recourse against Sellers.

                  (a) Following the Closing, in the absence of its own actual
fraud, no Seller shall have any liability or obligation to indemnify or
otherwise hold harmless Buyer or the Partnership (or any of their successors or
permitted assigns) for any claim or any loss or liability arising from or in any
way relating to this Agreement or any of the transactions contemplated hereby
(including any misrepresentation or inaccuracy in, or breach of, any
representations or warranties (other than the representations or warranties
contained in Sections 3.1(b), 3.1(c), 3.1(d), 3.2(a) and 3.14 ) or any breach or
failure in performance prior to the Closing of any covenants or agreements made
by the Sellers, or any of them, in this Agreement or in any exhibit or the
Schedules hereto or any certificate or instrument delivered hereunder), and
neither Buyer nor the Partnership (or any of their successors or permitted
assigns) shall be entitled to bring any claim based on, relating to or arising
out of any


                                      -61-