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"Licenses" means all domestic satellite, business radio and other FCC
Licenses, and all other licenses, authorizations and permits issued by any
Governmental Authority that are held by a Renaissance Company in the business
and operations of the Systems, excluding the Franchises.
"Loss" means any claims, losses, liabilities, damages, penalties, costs and
expenses (excluding any and all consequential, incidental and special damages).
"Material Adverse Effect" means a material adverse effect on the business,
results of operations, assets, liabilities or financial condition of the
Renaissance Companies, taken as a whole or the Systems, taken as a whole, but
without giving effect to any effect resulting from (i) changes in conditions
(including economic conditions, Rate Regulatory Matters and other federal or
state governmental actions, proposed or enacted legislation or proposed or
enacted regulations) that are applicable to the economy or the cable television
industry in general on a national, regional or state basis or (ii) any changes
in competition affecting the business of the Renaissance Companies.
"Material Contract" means any Contract that is material to the business,
financial condition or results of operations of the Renaissance Companies, taken
as a whole, including the Debt Documents, the Material Leases, and any other
Contract that requires payments in the aggregate of more than $50,000 per year
and has a remaining stated term of longer than twelve (12) months from the date
of this Agreement.
"Material FCC Consent" means any Consent of the FCC that is necessary for
the transfer of control to Buyer in connection with the consummation of the
transactions contemplated by this Agreement with respect to the Licenses
identified in Schedule 1.1.
"Material Lease" means any lease designated as a "Material Lease" in
"Organizational Documents" means, with respect any Person (other than an
individual), the articles or certificate of incorporation, bylaws, certificate
of limited partnership, partnership agreement, certificate of formation, limited
liability company operating agreement, and all other organizational documents of
any Person other than an individual.
"Permitted Encumbrances" means each of the following: (A) liens for current
taxes and other governmental charges that are not yet due and payable; (B) liens
for taxes, assessments, governmental charges or levies, or claims the
non-payment of which is being diligently contested in good faith or liens
arising out of judgments or awards against the Renaissance Companies with
respect to which at the time there shall be a prosecution for appeal or there
shall be a proceeding to review or the time limit has not yet run for such an
appeal or review with respect to such judgment or award; provided that with
respect to the foregoing liens in this clause (B), adequate reserves shall have
been set aside on the Renaissance Companies' books, and no foreclosure,
distraint, sale or similar proceedings shall have been commenced with respect
thereto that remain unstayed for a period of 60 days after their commencement;
(C) liens of carriers, warehousemen, mechanics, laborers, and materialmen and
other similar statutory liens incurred in the ordinary