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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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estimate of the Purchase Price, as determined in accordance with this Article 2.
The Final Closing Statement shall be prepared by the General Partner, in its
capacity as the representative of the Sellers, in good faith and shall be
certified by the General Partner, in such capacity, to be its good faith
estimate of the Purchase Price and the other amounts set forth therein as of the
date thereof. The Final Closing Statement will be accompanied by appropriate
documentation supporting the amounts set forth therein and such additional
information as Buyer shall reasonably request relating to the matters set forth
in the Final Closing Statement. The Sellers and Buyer will each provide to the
other reasonable access, upon reasonable notice, to all records in its
possession for purposes of the preparation and verification of the Final Closing
Statement.

                           (2) Within 30 days after the date that the Final
Closing Statement is delivered by the Sellers to Buyer, Buyer shall complete its
examination thereof and may deliver to the Sellers a written report setting
forth any proposed adjustments to any amounts set forth in the Final Closing
Statement. If Buyer notifies the Sellers of Buyer's acceptance of the amounts
set forth in the Final Closing Statement, the amounts set forth in the Final
Closing Statement shall be conclusive, final, and binding on the parties as of
the date of such notification. If Buyer fails to deliver its report of any
proposed adjustments within the 30-day period specified in the preceding
sentence, the amounts set forth in the Final Closing Statement shall be
conclusive, final, and binding on the parties as of the last day of such 30-day
period. Buyer and the Sellers shall use good faith efforts to resolve any
dispute involving the amounts set forth in the Final Closing Statement. If the
Sellers and Buyer fail to agree on any amount set forth in the Final Closing
Statement within 10 days after the Sellers receive Buyer's report pursuant to
this Section 2.5(a), the disputed amounts will be determined within the
following 30-day period by Ernst & Young (the "Auditor"). The Auditor shall
endeavor to resolve the dispute as promptly as practicable and such auditor's
resolution of the dispute shall be final and binding on the parties, and a
judgment may be entered thereon in any court of competent jurisdiction. All of
the costs and expenses of the Auditor and its services rendered pursuant to this
Section 2.5 shall be borne by Buyer, on the one hand, and Sellers, on the other
hand, as nearly as possible in the proportion to the amount by which the
determination of all matters related to such costs and expenses varies from the
positions of Buyer and the Sellers, respectively, on all such matters.

                  (b)      Payment of Purchase Price Adjustments.

                           (1) After final determination of all amounts
(including resolution of disputed amounts under Section 2.5(a)(2)), payments
shall be made as follows:

                                    (A) If the amount of the Purchase Price as
determined pursuant to Section 2.5(a) ("Final Purchase Price") exceeds the
Preliminary Purchase Price, then within three Business Days after the date the
amount of the Final Purchase Price is determined, (i) Buyer and the Sellers
shall direct the Adjustment Escrow Agent to pay to Sellers the amount of such
excess (not to exceed the amounts on deposit in the Adjustment Escrow Account),
and (ii) Buyer and the Sellers shall direct the Adjustment Escrow Agent to pay
to Buyer the balance (if any) in the Adjustment Escrow Account. To the extent
that the Final Purchase Price exceeds the Preliminary Purchase Price


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