Damages" does not include any liability that has been fully accrued, accounted
for and satisfied by means of the Final Closing Certificate described in Section
1.51 "Indemnification Provisions" has the meaning set forth in Section
1.52 "Indemnitee" has the meaning set forth in Section 12.5.
1.53 "Indemnitor" has the meaning set forth in Section 12.5.
1.54 "ING Media C Corp." has the meaning set forth in Section 4.4.
1.55 "InterLink Equity Value" has the meaning set forth in Section 2.2.
1.56 "InterLink Indemnity Fund" means a portion of the Purchase Price
equal to $20,000,000, to be deposited by Buyer at the Closing with the Escrow
Agent pursuant to the Closing Escrow Agreement, plus accrued interest thereon,
in order to fund the indemnification obligations of the Sellers under Section
1.57 "Legal Proceedings" has the meaning set forth in Section 5.18.
1.58 "License" means that certain License Agreement between the
Disbursement Agent and an Affiliate of Buyer, dated the Closing Date.
1.59 "Material Adverse Effect" means any effect that is or is reasonably
likely to be materially adverse to the Assets, the Business or the results of
operations or financial condition of the Company Group, taken as a whole, except
for effects due to general economic conditions or changes in regulatory and
competitive conditions affecting the CATV industry generally.
1.60 "Material Agreement" means any Contract of any nature (other than one
required to be listed by Section 5.9) to which any member of the Company Group
is a party, or by which any member of the Company Group or any of their
properties is bound, which (i) by its terms obligates the Company Group to pay
more than $25,000, (ii) in the aggregate with all such Contracts obligates the
Company Group to pay more than $250,000, (iii) provides for the provision of
internet access or internet services to the Company Group's customers, or (iv)
restricts or prohibits a member of the Company Group or any Affiliate of the
Company Group from engaging in any business anywhere in the world.
1.61 "Monthly Billing Period" means the respective monthly period (whether
such period is a calendar month or, as in the case of any System that engages in
cycle billing, any other monthly period) to which any System-generated customer
bill for CATV services relates.
1.62 "Nassau" has the meaning set forth in Section 4.4.
1.63 "Necessary Contract" means any Contract to which any member of the
Company Group is a party and which is necessary for any member of the Company
Group's (i) use of any tower, office or headend site, (ii) pole attachments,
(iii) rights-of-way, (iv) service to any