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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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rights of first refusal or any other rights providing for the acquisition or
disposition of partnership interests or other equity interests in the
Partnership, and (2) is not a party to any voting agreement, voting trust, proxy
or other agreement or understanding with respect to the voting of any of the
Purchased Interests or the Contributed Interests.

                  (d) The Partnership owns, directly or indirectly, all of the
equity interests in each Subsidiary, free and clear of all Liens other than the
Liens described on Schedule 3.1.

         3.2      Authorizations; No Conflict; Required Consents.

                  (a) Such Seller has the requisite power and authority to
execute, deliver and perform this Agreement and the other Transaction Documents
to which such Seller is a party according to their respective terms. The
execution, delivery, and performance by such Seller of this Agreement and the
other Transaction Documents to which such Seller is a party have been duly
authorized by all necessary action on the part of such Seller. This Agreement
and the other Transaction Documents to which such Seller is a party have been
duly executed and delivered by such Seller (or, in the case of Transaction
Documents to be executed and delivered at Closing, when executed and delivered
will be duly executed and delivered) and constitute (or, in the case of
Transaction Documents to be executed and delivered at Closing, when executed and
delivered will constitute) the legal, valid, and binding obligation of such
Seller, enforceable against such Seller in accordance with their terms, except
as the enforceability of this Agreement and such other Transaction Documents may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws affecting creditors' rights generally or by judicial
discretion in the enforcement of equitable remedies.

                  (b) Except as described on Schedule 3.2, the execution and
delivery by such Seller, the performance by such Seller under, and the
consummation of the transactions contemplated by, this Agreement (other than the
transactions described in Section 5.17) and the Transaction Documents to which
such Seller is a party do not and will not: (a) conflict with or violate any
provision of the Charter Documents of such Seller; (b) violate in any material
respect any provision of any Legal Requirement applicable to such Seller; (c)
require any material consent, approval or authorization of, or filing of any
certificate, notice, application, report or other document with, any
Governmental Authority or other Person; or (d) (i) materially conflict with,
result in a material breach of or constitute a material default under (without
regard to requirements of notice, lapse of time or elections of other Persons or
any combination thereof), (ii) permit or result in the termination, suspension
or material modification of, (iii) result in the material acceleration of (or
give any Person the right to accelerate) the performance of such Seller under,
or (iv) result in the creation or imposition of any Lien upon the Purchased
Interest or Contributed Interest held by such Seller under, any Contract or
other instrument by which such Seller or any of its assets is bound or affected.

                  (c) Except as described on Schedule 3.2, the execution and
delivery by such Seller, the performance by such Seller under, and the
consummation of the transactions contemplated


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