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Tax Partnership Section 3.12(f)
Working Capital Section 2.3(b)(1)
Year 2000 Problem Section 3.22
1.3 Rules of Construction. Words used in this Agreement, regardless of the
gender and number specifically used, shall be deemed and construed to include
any other gender and any other number as the context requires. As used in this
Agreement, the word "including" is not limiting, and the word "or" is not
exclusive. Except as specifically otherwise provided in this Agreement in a
particular instance, a reference to a Section is a reference to a Section of
this Agreement, a reference to an Exhibit is a reference to an Exhibit to this
Agreement, and the terms "hereof," "herein," and other like terms refer to this
Agreement as a whole, including the Disclosure Schedules and the Exhibits to
this Agreement, and not solely to any particular part of this Agreement. The
descriptive headings in this Agreement are inserted for convenience of reference
only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
SECTION 2 SALE AND PURCHASE OF PURCHASED INTERESTS; ASSUMPTION OF LIABILITIES;
` CASH CONSIDERATION.
2.1 Agreement to Sell and Buy Purchased Interests. Subject to the terms and
conditions set forth in this Agreement, Holdings hereby agrees to sell,
transfer, convey and deliver to Buyer at the Closing, and Buyer hereby agrees to
purchase at the Closing, the Purchased Interests free and clear of all
Encumbrances, subject to the Legal Restrictions.
2.2 Cash Consideration for Purchased Interests. Buyer shall pay and deliver
to Holdings at the Closing, as consideration for the sale of the Purchased
Interests, a cash payment equal to Four Hundred Fifty-Nine Million Dollars
($459,000,000), subject to adjustment in accordance with Sections 2.3, 2.4 and
2.5 (the "Cash Consideration"), less the amounts to be deposited by Buyer in
escrow under the Adjustment Escrow Agreement pursuant to Section 2.4(b), to the
extent applicable, and under the Indemnity Agreement and pursuant to Section
2.3 Cash Consideration Adjustments.
(a) Closing Equivalent Subscribers. The Cash Consideration shall be
decreased by the number, if any, by which the number of Closing Equivalent
Subscribers is less than 130,645 multiplied by $3,513. For purposes of this
Agreement, "Closing Equivalent Subscribers" means the total number of Equivalent
Subscribers for all of the Systems as of the Closing Date.
(b) Closing Net Liabilities. The Cash Consideration shall be decreased by
the amount of the Closing Net Liabilities. For purposes of this Agreement,
"Closing Net Liabilities" means: