CHTR » Topics » Notices.

These excerpts taken from the CHTR 10-K filed Mar 16, 2009.
Notices.  Any written notice required by this Agreement will be deemed provided and delivered to the intended recipient when (a) delivered in person by hand; or (b) three days after being sent via U.S. certified mail, return receipt requested; or (c) the day after being sent via by overnight courier, in each case when such notice is properly addressed to the following address and with all postage and similar fees having been paid in advance:
 
If to the Company:            Charter Communications, Inc.
                     Attn:  Human Resources
                     12405 Powerscouart Drive
                     St. Louis, MO 63131
 
 
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If to Executive:           6399 South Fiddler's Green Circle 6th Floor
                     Greenwood Village, CO 80111
 
Either party may change the address to which notices, requests, demands and other communications to such party shall be delivered personally or mailed by giving written notice to the other party in the manner described above.
 
27.           
Notices.  Any
written notice required by this Agreement will be deemed provided and delivered
to the intended recipient when (a) delivered in person by hand; or (b) three
days after being sent via U.S. certified mail, return receipt requested; or (c)
the day after being sent via by overnight courier, in each case when such notice
is properly addressed to the following address and with all postage and similar
fees having been paid in advance:

 

If to the Company:           
Charter Communications, Inc.

                     Attn:  Human
Resources

                     12405 Powerscouart
Drive

                     St. Louis, MO
63131

 

 







23











 

If to Executive:           6399 South Fiddler's Green
Circle 6th Floor

                     Greenwood Village, CO
80111

 

Either
party may change the address to which notices, requests, demands and other
communications to such party shall be delivered personally or mailed by giving
written notice to the other party in the manner described above.

 

27.           
This excerpt taken from the CHTR 8-K filed Sep 30, 2008.
Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been duly given to such Person (x) when delivered personally to such Person or (y), provided that a written acknowledgment of receipt is obtained, five days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days’ advance notice given in accordance with this Section 9.2) or (z), in the case of the Company only, on the first business day after it is sent by facsimile to the facsimile number set forth below (or to such other facsimile number as shall have specified by ten days’ advance notice given in accordance with this Section 9.2), with a confirmatory copy sent by certified or registered mail or by overnight courier in accordance with this Section 9.2.
 
If to the Company: 
 
Charter Communications, Inc.
Charter Plaza
12405 Powerscourt Drive
St. Louis, MO 63131
Attn: Chairman of the Board; General Counsel
 
If to Executive: 
 
The address of his principal residence as it appears in the Company’s records, with a copy to him (during the Term) at his principal office
 
If to a successor or beneficiary of Executive:
 
The address most recently specified by Executive or his successor or beneficiary.
 
9.3  Miscellaneous.
 
(a) This Agreement contains the entire agreement between the Parties with respect to its specific subject matter and supersedes the Prior Employment Agreement in its entirety, as well as all prior oral and written communications, agreements and understandings between the Parties concerning the subject matter of the Prior Employment Agreement, except with respect to rights that had fully accrued under the Prior Employment Agreement as of the Effective Date.
 
 
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(b) No provision in this Agreement may be amended unless such amendment is set forth in a writing that expressly refers to the provision of this Agreement that is being amended and that is signed by Executive and by an authorized (or apparently authorized) officer of the Company. No waiver by any Person of any breach of any condition or provision contained in this Agreement shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any prior or subsequent time. To be effective, any waiver must be set forth in a writing signed by the waiving Person and must specifically refer to the condition(s) or provision(s) of this Agreement being waived.
 
(c) In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel manual, or other Company Arrangement, the provisions of this Agreement shall control to the extent more favorable to Executive, unless Executive otherwise agrees in a writing that expressly refers to the provision of this Agreement whose control he is waiving.  Also for avoidance of doubt, Section 12.2 of the Company’s 2001 Stock Incentive Plan as amended through August 23, 2005 (relating to Section 280G of the Internal Revenue Code) or comparable provision of any successor plan thereto shall not apply to Executive, and Section 6 of this Agreement shall instead apply.
 
(d) The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. When used in this Agreement, the word “including” shall not be construed as limiting any preceding words or terms.
 
(e) Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive any termination of Executive’s employment.
 
(f) To the extent that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect so as to achieve the intentions of the Parties, as set forth in this Agreement, to the maximum extent possible.
 
(g) This Agreement is deemed to be accepted and entered into in the State of Missouri and shall be governed by and construed and interpreted according to the internal laws of the State of Missouri without reference to conflicts of law principles (provided that, in the event of arbitration pursuant to Section 9.5, the arbitrators shall enforce this Agreement in accordance with its express terms). With respect to orders in aid or enforcement of arbitration awards and injunctive relief, venue and jurisdiction is proper in the St. Louis County Circuit Court and (if federal jurisdiction exists) the U.S. District Court for the Eastern District of Missouri, and Executive and the Company waive all objections to jurisdiction in any such forum and any defense or claim that either such forum is not a proper forum, is not the most convenient forum, or is an inconvenient forum.
 
(h) To the extent that any “additional tax” under Section 409A of the Internal Revenue Code on any amount or benefit provided under this Agreement or any other Company Arrangement would be avoided by delaying payment for six (6) months after the termination of Executive’s employment with the Company (the “Delay Period”), such payment
 
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or benefit shall be so delayed.  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9.3(h) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid, provided, or reimbursed to Executive in a lump sum without interest (unless otherwise provided in the applicable Company Arrangement), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In the event that Executive otherwise becomes subject to any tax, interest, or penalty under Section 409A of the Internal Revenue Code or any successor to such Section (collectively, a “409A Excise Tax”) in connection with any payment or benefit under this Agreement or any other Company Arrangement (a “Deferred Compensation Payment”), then Executive shall be entitled to receive an additional payment (a “409A Gross-Up Payment”) prior to the date on which such 409A Excise Tax is due to be paid (through withholding or otherwise) in an amount such that after payment by Executive of all income, excise, employment and other taxes incurred in connection with such Deferred Compensation Payment (and any interest or penalties imposed with respect to such taxes), Executive retains an amount of the 409A Gross-Up Payment equal to the 409A Excise Tax incurred in connection with such Deferred Compensation Payment. If requested by Executive, all relevant determinations shall be made in the first instance by a nationally-recognized independent accounting firm retained by the Company, with all fees and expenses to be paid by the Company. In no event shall any 409A Gross-Up Payment be paid to Executive later than the end of the calendar year next following the calendar year in which the related taxes are paid by Executive.
 
(i) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.
 
9.4  
This excerpt taken from the CHTR 10-Q filed Aug 5, 2008.
Notices.  Any written notice required by this Agreement will be deemed provided and delivered to the intended recipient when (a) delivered in person by hand; or (b) three days after being sent via U.S. certified mail, return receipt requested; or (c) the day after being sent via by
 
 
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overnight courier, in each case when such notice is properly addressed to the following address and with all postage and similar fees having been paid in advance:
 
 
If to the Company:
Charter Communications, Inc.
 
 
Attn.: Human Resources
 
 
12405 Powerscourt Drive
    St. Louis, MO 63131
     
  If to Executive: 12405 Powerscourt Drive
    St. Louis, MO 63131
     
                                                

Either party may change the address to which notices, requests, demands and other communications to such party shall be delivered personally or mailed by giving written notice to the other party in the manner described above.
 
27.           
These excerpts taken from the CHTR 10-Q filed May 12, 2008.
Notices
 
.  Any written notice required by this Agreement will be deemed provided and delivered to the intended recipient when (a) delivered in person by hand; or (b) three days after being sent via U.S. certified mail, return receipt requested; or (c) the day after being sent via by overnight courier, in each case when such notice is properly addressed to the following address and with all postage and similar fees having been paid in advance:
 
 
If to the Company:
Charter Communications, Inc.
 
 
Attn.: Human Resources
 
 
12405 Powerscourt Drive
    St. Louis, MO 63131
                                          
23

 
If to Executive:                                             12405 Powerscourt Drive
       St. Louis, MO 63131

Either party may change the address to which notices, requests, demands and other communications to such party shall be delivered personally or mailed by giving written notice to the other party in the manner described above.
 
27.           
Notices.
 
Any notice or communication by the Issuers or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:
 
If to the Issuers or any Guarantor:
 
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
c/o Charter Communications, Inc.
12405 Powerscourt Drive, Suite 100
St. Louis, Missouri  63131
Telecopier No.:  (314) 965-8793
Attention:  Secretary
 
With a copy to:
 
Gibson, Dunn & Crutcher LLP
200 Park Avenue
Suite 4700
New York, New York 10166
Telecopier No.:  (212) 351-5276
Attention:  Joerg Esdorn
 
If to the Trustee:
 
Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-1615
Telecopier No.:   (302) 636-4145
Attention: Corporate Capital Market Services
 
 
The Issuers or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.
 
All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
 
Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed
 
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to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
 
If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
 
If the Issuers mail a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.
 
Section 12.03 
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