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SEC Filings

S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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1.53 “Property” means all real and personal property, including, in each case, tangible and intangible property that has been acquired by or contributed to the Company and its Subsidiaries and any improvements thereto.

1.54 “Regulations” means the regulations currently in force and in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner”, the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

1.55 “Regulatory Allocations” has the meaning set forth in Section 6.4 hereof.

1.56 “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, joint venture or other business entity of which (a) if a corporation, (i) 10 percent or more of the total voting power of shares of stock entitled to vote in the election of directors thereof or (ii) 10 percent or more of the value of the equity interests is at the time owned or controlled, directly or indirectly, by the Person or one or more of its Subsidiaries, or (b) if a limited liability company, partnership, association or other business entity, 10 percent or more of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by the Person or one or more of its subsidiaries. The Person shall be deemed to have a 10 percent or greater ownership interest in a limited liability company, partnership, association or other business entity if the Person is allocated 10 percent or more of the limited liability company, partnership, association or other business entity gains or losses or shall be or control the Person managing such limited liability company, partnership, association or other business entity.

1.57 “Target Capital Account” has the meaning set forth in Section 6.4 hereof.

1.58 “Tax Effective Date” means January 1, 2009.

1.59 “Traditional Method” means the “traditional method” of making Code Section 704(c) allocations described in Regulations Section 1.704-3(b).

1.60 “Transfer” means any direct or indirect sale, transfer, assignment, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, by operation of law or otherwise, whether by gift, bequest or otherwise. In the case of hypothecation, the Transfer shall be deemed to occur both at the time of the initial pledge and at the time of any pledgee’s sale or a sale by any secured creditor.

1.61 “Transferred Units” has the meaning set forth in the recitals to this Agreement.

1.62 “Units” means the units of Membership Interests issued by the Company to its Members, which entitle the Members to certain rights as set forth in this Agreement.

 

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