events and circumstances occurring after the Adjustment Time under or with
respect to the Social Contract insofar as it applies to the Systems and only to
the extent applicable to the Systems, including any rate refund liability to
subscribers of the Systems attributable to Buyer's failure to fully and timely
perform the infrastructure upgrade requirements applicable to the Systems and
contained in the Social Contract, regardless of whether such rate refund
liability relates to periods before or after the Adjustment Time. All
obligations and liabilities arising out of or relating to or attributable to the
Assets or the Systems and all other liabilities of any nature whatsoever of
Seller or a Seller Subsidiary (including any liabilities relating to, arising
out of or attributable to Excluded Assets, and any liabilities relating to,
arising out of or attributable to any environmental conditions or situations,
including any liability under any Environmental Law, existing or occurring on or
before the Adjustment Time) other than the Assumed Obligations and Liabilities
shall remain and be the obligations and liabilities solely of Seller.
Section 2.4 Purchase Price. The aggregate consideration for the Assets to
be paid by Buyer pursuant to this Agreement shall consist of (a) $300,000,000.00
(the "Cash Consideration"), adjusted pursuant to Sections 2.5, 2.6, 6.18 and
12.12, which shall be payable at Closing by wire transfer of next day funds to
such account or accounts as may be designated by Seller; (b) the LLC Interest,
adjusted pursuant to Sections 2.6 and 6.18 (the LLC Interest and Cash
Consideration together are herein referred to as the "Purchase Price"); and (c)
the assumption by Buyer of the Assumed Obligations and Liabilities.
Section 2.5 Current Items Amount.
(a) At Closing, the Cash Consideration shall be increased or decreased by
the net amount of the adjustments and prorations effected pursuant to this
Section 2.5 (the "Current Items Amount") and Sections 2.6, 6.18 and 12.12.
(i) Eligible Accounts Receivable. Seller shall be entitled to an
amount equal to the face amount of all Eligible Accounts Receivable that are
sixty or fewer days past due as of the Adjustment Time. "Eligible Accounts
Receivable" means (A) accounts receivable resulting from the provision of cable
television service prior to the Adjustment Time to Subscribers that are active
subscribers as of the Adjustment Time and (B) accounts receivable representing
amounts owed to Seller or a Seller Subsidiary in connection with commercial
advertising cablecast on the Systems. For purposes of making "past due"
calculations under this section, the monthly billing statements of Seller or a
Seller Subsidiary shall be deemed to be due and payable, with respect to
subsection (A) above, on the first day of the period during which the service to
which such billing statements relate is provided and with respect to subsection
(B) above, on the date of such billing statements.
(ii) Advance Payments and Deposits. Buyer shall be entitled to an
amount equal to the aggregate of (A) all deposits of subscribers of the Systems,
and all interest, if any, required to be paid thereon as of the Adjustment Time,