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with respect to Current Assets and Current Liabilities and other items that
primarily relate to a particular System, 11:59 p.m. local time for that System,
on the Closing Date.
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with the specified Person.
"Assets" means all of the tangible and intangible assets that are owned,
leased or held by the Renaissance Companies and that are used or held for use in
connection with the conduct of the business or operations of the Systems, other
than the Excluded Assets, and less any such Assets that are sold, transferred or
otherwise conveyed by the Renaissance Companies to third Persons prior to the
Closing in accordance with the provisions of this Agreement, provided that with
respect to any assets that are leased by the Renaissance Companies or otherwise
not owned by the Renaissance Companies, "Assets" includes only the interest,
title and rights in such assets held by the Renaissance Companies.
"Basic Subscriber" means, with respect to any System, as of any date of
determination, any Subscriber to a System at the regular basic monthly
subscription rate (including discounted rates offered in the ordinary course of
business consistent with past practice) for at least broadcast basic cable
service (either alone or in combination with any other service) for such System,
who has rendered payment of one month's service and who has not more than Five
Dollars ($5.00) more than two (2) months past due.
"Bulk Subscriber" means, with respect to any System, as of any date of
determination, any Subscriber, other than a Basic Subscriber, to at least
broadcast basic cable service (either alone or in combination with any other
service) for a System which is billed to such Subscriber on a bulk basis to bulk
commercial accounts, such as hotels, motels, hospitals, apartment houses and
similar multiple dwelling units or other commercial accounts and who has
rendered payment for one month's service at such customer's regular basic
monthly subscription rate for such service and who does not have more than
$10.00 (excluding late charges and fees and amounts subject to a bona fide
dispute) that is two months or more past due from the last day of the period to
which any outstanding bill relates.
"Cable Act" means Title VI of the Communications Act of 1934, as amended,
47 U.S.C. Section 151 et seq., and all other provisions of the Cable
Communications Policy Act of 1984, the Cable Television Consumer Protection and
Competition Act of 1992, and the provisions of the Telecommunications Act of
1996 amending Title VI of the Communications Act of 1934, in each case as
amended and in effect from time to time.
"Charter's Disclosure Schedules" means the Disclosure Schedules referred to
in Section 5 of this Agreement and attached to this Agreement.
"Charter Parties" means Charter and Buyer, collectively.