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11.3 Benefit and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto (and, in the one of Sections 6.9, 6.12 and 6.13, the parties specified therein) and their respective successors and permitted assigns; provided that (a) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Falcon or Sellers without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), and (b) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Buyer without the prior written consent of Sellers (which consent shall not be unreasonably withheld or delayed), except (i) Buyer may, upon notice to Sellers, assign all or a portion of is rights, but not its obligations, hereunder to an Affiliate of Buyer, as long as such assignment does not hinder ordelay the consummation of the transactions contemplated hereby and by the other Transaction Documents. Content shall be deemed to be reasonably withheld if the consenting party reasonably determines that the assignment would be reasonably likely to hinder or delay the Closing or adversely affect the payment of the Aggregate Consideration at the Closing or the performance of any covenants or agreements of Buyer. Buyer also agrees, that Sellers may distribute the Purchase Consideration or their right to receive the Purchase Consideration to their respective stockholders, partners and members. This Agreement is not intended to roofer upon any Person other than the parties hereto (and, in the case of Sections 6.9, 6.12 and 6.13, the ponies specified therein) any rights or remedies hereunder. oroirsuvr.exscvnora 68 Sherman & Howard 633 17th Street Suite 3000 Denver, Colorado 80202 Attention: Peggy Knight, Esq, Telephone: (303)299.8140 Telecopier: (303)298-0940 If to Buyer: Charter Communications, Inc. 12444 Powersomm Drive, Suite 100 St. Louis, Missouri 63131 Attention: Jerald L. Kent, President & C.E.O. (with a copy to Curtis S. Shaw, Senior Vice President and General Counsel) Telephone: (314) 965-0555 Telecopier: (314)965-8793 with a copy (which should not constitute notice) to: bell & Manella LLP 1800 Avenue of the Start, Suite 900 Los Angeles, California 90067-4276 Attention: Alvin G. Segel, Esq. Telephone: (310)277-1010 Telecopier: (310) 203-7199 11.3 Benefit and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto (and, in the one of Sections 6.9, 6.12 and 6.13, the parties specified therein) and their respective successors and permitted assigns; provided that (a) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Falcon or Sellers without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), and (b) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Buyer without the prior written consent of Sellers (which consent shall not be unreasonably withheld or delayed), except (i) Buyer may, upon notice to Sellers, assign all or a portion of is rights, but not its obligations, hereunder to an Affiliate of Buyer, as long as such assignment does not hinder ordelay the consummation of the transactions contemplated hereby and by the other Transaction Documents. Content shall be deemed to be reasonably withheld if the consenting party reasonably determines that the assignment would be reasonably likely to hinder or delay the Closing or adversely affect the payment of the Aggregate Consideration at the Closing or the performance of any covenants or agreements of Buyer. Buyer also agrees, that Sellers may distribute the Purchase Consideration or their right to receive the Purchase Consideration to their respective stockholders, partners and members. This Agreement is not intended to roofer upon any Person other than the parties hereto (and, in the case of Sections 6.9, 6.12 and 6.13, the ponies specified therein) any rights or remedies hereunder. oroirsuvr.exscvnora 68