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Exhibit 2.3(b)
ASSIGNMENT
OF
ASSET PURCHASE AGREEMENT
This Assignment of Asset Purchase Agreement is made by and between Charter
Communications, Inc. ("CCI") and its wholly-controlled subsidiary, Charter
Communications Entertainment I, LLC ("CCE-I"), effective as of the 23rd day of
February, 1999, with respect to the following:
A. CCI is the "Buyer" of certain cable television assets pursuant to
the Asset Purchase Agreement among Greater Media, Inc., Greater
Media Cablevision, Inc., and CCI dated as of February 17, 1999 (the
"Agreement");
B. Pursuant to Section 8.9 of the Agreement, CCI may assign its rights
and obligations under the Agreement to any of its controlled
affiliates without the prior consent of any other party to the
Agreement;
C. CCI desires to assign its rights and obligations under the Agreement
and CCE-I desires to assume such rights and liabilities under the
Agreement.
In recognition of the above and for other good and valuable consideration
the receipt of which is hereby acknowledged, the parties agree as follows:
1. CCI assigns all of its rights and obligations under the Agreement to
CCE-I.
2. CCE-I agrees to assume all of CCI's rights and obligations under the
Agreement and for all intents and purposes to be substituted as the
"Buyer" under the terms thereof.
3. This assignment shall be effective as of the date first written
above.
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In witness whereof, each of the parties has caused this Agreement to be
executed on its behalf by their duly authorized officers.
CHARTER COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
CHARTER COMMUNICATIONS
ENTERTAINMENT I, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
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