respect, individually or in the aggregate, affect or impair the value or use
thereof as it is currently being used by Seller or a Seller Subsidiary in the
ordinary course of the business or render title thereto unmerchantable or
uninsurable; (g) zoning laws and ordinances and similar governmental regulations
(none of which interfere, or would reasonably be expected to interfere, in any
material respect with the operation of the Systems as currently conducted); and
(h) the Liens described on Schedule 1.2.
"Person" means any natural person, Governmental Authority, corporation,
general or limited partnership, joint venture, trust, association, limited
liability company, or unincorporated entity of any kind.
"Securities Act" means the Securities Act of 1933.
"Social Contract" means the Social Contract approved by the FCC on November
30, 1995 and effective as of January 1, 1996 and entered into among the FCC,
Seller, Time Warner Entertainment Company, L.P., Time Warner Entertainment-
Advance/Newhouse Partnership, and subsidiaries, divisions and affiliates
"Subscriber" means each Individual Subscriber and Subscriber Equivalent.
"Subscriber Equivalent" means, as to each System, an equivalent to an
Individual Subscriber, the number of Subscriber Equivalents served by a System
being equal, as of any date, to the quotient of (a) the aggregate revenues
earned by such System for Tier Cable provided by that System during the last
month prior to such date from billings to residential multiple dwelling units,
other active subscribers that are billed for such service on a bulk basis, and
single family households that pay less than the System's regular monthly
subscription rate for Tier Cable, divided by (b) that System's regular monthly
subscription rate for Tier Cable. For purposes of the foregoing, aggregate
revenues earned for Tier Cable shall not include (i) passed-through franchise
fees and sales taxes, (ii) nonrecurring charges or credits and (iii) billings to
any bulk account or discounted family household (A) that has not been a
subscriber of that System for at least one month and paid at least one month's
payment in full, together with any applicable installation fee unless waived in
the ordinary course of business, (B) that is 60 days or more in arrears in
payment for services, as measured from the first day of the month for which
service was received; (C) that is pending disconnection for any reason; (D)
that, consistent with Seller's or the applicable Seller Subsidiary's standard
policy on disconnection should have been given notice of disconnection; or (E)
that become a subscriber other than pursuant to customary marketing promotions
(other than promotions based on offers of free cable television services)
conducted in the ordinary course of business consistent with past practices and
as if neither Seller nor the Seller Subsidiaries intended to sell the Systems
"Subscriber Total" means, at any date, the sum of all Subscribers on such
"Subscriber Valuation" means $2,580.