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course of business for sums not yet due or being diligently contested in good
faith, and for which adequate reserves have been set aside on the Renaissance
Companies' books; (D) liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance or similar
laws; (E) statutory landlords' liens; (F) with respect to the Real Property,
leases, easements, rights to access, rights-of-way, mineral rights or other
similar reservations and restrictions, defects of title, which are either of
record or set forth in Schedule 3.19 or in the deeds or leases to such Real
Property or which (and, with respect to owned Real Property only, and which)
either individually or in the aggregate, do not have any Material Adverse
Effect; (G) Encumbrances arising under or in respect of the Senior Debt and the
Credit Agreement and the documents and instruments delivered in connection
therewith or pursuant thereto; and (H) any other claims or encumbrances that are
described in Schedule 3.9 and that relate to liabilities and obligations that
are to be discharged in full at the Closing or that will be removed prior to or
"Person" means an individual, corporation, association, partnership, joint
venture, trust, estate, limited liability company, limited liability
partnership, Governmental Authority, or other entity or organization.
"Pre-Closing Tax Period" means any Tax period (or portion thereof) ending
on or before the Closing Date.
"Programming Agreement" means the Program Management Agreement dated as of
April 9, 1998 by and between Renaissance Media and Time Warner Cable, a division
of Time Warner Entertainment Company, L.P., a Delaware limited partnership, as
the same may be amended and in effect from time to time.
"Purchased Interests" means 100% of the limited liability company interests
"Rate Regulatory Matter" shall mean, with respect to any cable television
system, any matter or any effect on such system or the business or operations
thereof, arising out of or related to the Cable Act, any FCC Regulations
heretofore adopted thereunder, or any other present or future Legal Requirement
dealing with, limiting or affecting the rates which can be charged by cable
television systems to their customers (whether for programming, equipment,
installation, service or otherwise).
"Real Property" means all of the fee and leasehold estates and, to the
extent of the interest, title, and rights of the Renaissance Companies in the
following: buildings and other improvements thereon, easements, licenses, rights
to access, rights-of-way, and other real property interests that are owned or
held by any of the Renaissance Companies and used or held for use in the
business or operations of the Systems, plus such additions thereto and less such
deletions therefrom arising between the date hereof and the Closing Date in
accordance with this Agreement.