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"Closing" means the purchase and sale of the Purchased Interests pursuant
to this Agreement in accordance with the provisions of Section 8.
"Closing Date" means the date on which the Closing occurs.
"Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder, as amended and in effect from time
"Compensation Arrangement" means any plan or compensation arrangement other
than an Employee Plan, whether written or unwritten, which provides to
employees, former employees, officers, directors and shareholders of any
Renaissance Company or any ERISA Affiliate any compensation or other benefits,
whether deferred or not, in excess of base salary or wages, including, but not
limited to, any bonus or incentive plan, stock rights plan, deferred
compensation arrangement, life insurance, stock purchase plan, severance pay
plan and any other employee fringe benefit plan.
"Consents" means the consents, permits, approvals and authorizations of
Governmental Authorities and other Persons necessary to transfer the Purchased
Interests to Buyer and to consummate the other transactions contemplated by this
"Contracts" means all leases, easements, rights-of-way, rights of entry,
programming agreements, pole attachment and conduit agreements, customer
agreements and other agreements (other than Franchises), written or oral
(including any amendments and other modifications thereto), to which any
Renaissance Company is a party or which are binding upon any Renaissance Company
and (A) which are in effect on the date hereof, or (B) which are entered into by
any Renaissance Company between the date hereof and the Closing Date in
accordance with the provisions of this Agreement.
"Copyright Act" means the Copyright Act of 1976, as amended and in effect
from time to time.
"Credit Agreement" means the Credit Agreement dated as of April 9, 1998
among Renaissance Media, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., as Syndication Agent and Arranger, CIBC, Inc., as Documentation
Agent, and Bankers Trust Company, as Administrative Agent, as the same may be
amended and in effect from time to time.
"Debt Documents" means the Indenture, the Indenture Closing Documents and
the Credit Agreement and all documents or instruments delivered in connection
therewith or pursuant thereto.
"Employee Plan" means any pension, retirement, profit-sharing, deferred
compensation, vacation, severance, bonus, incentive, medical, vision, dental,
disability, life insurance or any other employee benefit plan as defined in
Section 3(3) of ERISA to which any Renaissance