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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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that may compete with the Company or any Subsidiary for the time of the Member
or Manager. Without limiting the generality of the foregoing, the Company and
each Member acknowledge that Vulcan Ventures Inc., an Affiliate of CII and
Vulcan Cable, has entered into an agreement to purchase convertible preferred
stock of RCN Corporation, which may be deemed to be engaged in the Cable
Transmission Business. The Company and each Member acknowledge that none of them
shall have any interest in the securities of RCN Corporation to be acquired by
Vulcan Ventures Inc. or any RCN Corporation common stock into which such
securities are convertible, and that Vulcan Ventures Inc. shall not have any
obligation to them on account thereof. To the extent that, at law or at equity,
any Member or Manager (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) or officers or directors of the
Company have duties (including fiduciary duties) and liabilities relating to the
Company and the other Members, such Person shall not be liable to the Company or
the other Members for its good faith reliance on the provisions of this
Agreement including this Section 5.7. The Company and each Member hereby waive
any and all rights and claims that the Company or such Member may otherwise have
against the other Members and the Manager (and their respective officers,
directors, agents, shareholders, members, partners or Affiliates) or officers or
directors of the Company as a result of any such permitted activities. The
provisions of this Agreement, and any agreement between the Company and any
Member entered into in reliance on this Section 5.7, to the extent that they
restrict the duties and liabilities of a Manager or Member (and their respective
officers, directors, agents, shareholders, members, partners or Affiliates) or
officers or directors of the Company otherwise existing at law or in equity, are
agreed by the Company and the Members to replace such other duties and
liabilities of such Person.

     5.8 Remuneration for Management or Other Services. The Manager, directors,
and officers of the Company shall be entitled to reasonable remuneration for
providing management or other services to the Company, all as determined by the
Manager.

     5.9 Reimbursement of Expenses. The Company shall reimburse the Manager,
directors of the Company, and officers of the Company for the actual and
reasonable costs, fees, and expenses paid or incurred by any Person for goods,
materials, services, and activities acquired or used by or for the benefit of
the Company, or performed or undertaken for the benefit of the Company. Without
limiting the generality of the foregoing, the Company shall reimburse PublicCo,
for all costs, fees, and expenses paid or incurred by PublicCo in connection
with the IPO, and its compliance with the Securities Act, the Securities
Exchange Act of 1934, as amended, the Investment Company Act of 1940, as
amended, and any other applicable federal and state securities laws.

                                   ARTICLE VI

                    ALLOCATIONS OF NET PROFITS AND NET LOSSES
                                       AND
                                  DISTRIBUTIONS

     6.1 Allocations of Net Profits. After giving effect to the special
allocations set forth in Sections 6.3 and 6.5 herein, Net Profits for any
Allocation Period shall be allocated to the Members as follows:

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