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|INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016|
1.3 Adjusted Priority Capital means, with respect to any Class A Member as of any date, the amount, if any, of such Members Initial Priority Capital, reduced by the aggregate amount distributed to such Member by the Company pursuant to Section 9.5(b) hereof. In the event any Class A Member transfers all or any portion of such Members Class A Preferred Units in accordance with the terms of this Agreement, such Members transferee shall succeed to the Adjusted Priority Capital of the transferor to the extent it relates to the transferred portion of such Members Class A Preferred Units.
1.4 Affiliate of any Person shall mean any other Person that, directly or indirectly, Controls, is under common Control with or is Controlled by that Person.
1.5 Agreement means this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended or restated from time to time.
1.6 Appraiser means a nationally-recognized investment bank or other appraiser experienced in the cable television industry.
1.7 Approval of the Members means the affirmative vote, approval or consent of the Member(s) holding more than 50 percent of the Class B Units.
1.8 Available Cash means all cash and cash equivalents of the Company on hand from time to time (including without limitation bank and deposit accounts and short-term cash investments), excluding any portion thereof, as determined by the Manager in its sole discretion, necessary or advisable to pay expenses or liabilities or establish reserves, for purposes of operating, developing, maintaining, or otherwise providing for the Company and its business and affairs.
1.9 Basis means the adjusted basis of an asset for federal income tax purposes.
1.10 Capital Account means with respect to any Member the capital account that the Company establishes and maintains for such Member pursuant to Section 3.2 hereof.
1.11 Capital Contribution means, with respect to any Member, the amount of money and the Gross Asset Value of any property (other than money) contributed to the Company with respect to the interest in the Company held by such Person. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Company by the maker of the note (or a Person related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Person until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).
1.12 CCHI has the meaning set forth in the recitals to this Agreement.
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