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Disbursement Agent reflecting the pro rata portion of the RAP Purchase Price
Adjustment Holdback with respect to the interest in RAP owned indirectly by the

      1.82 "RAP Sellers" has the meaning given the term "Sellers" in the RAP

      1.83 "Real Estate" means each parcel of real property owned by a member of
the Company Group at the date hereof together with any other parcels of real
property acquired by a member of the Company Group between the date hereof and
the Closing Date.

      1.84 "Required Consents" means those approvals and consents set forth on
Schedule 5.3 separately designated as consents required for Closing.

      1.85 "Rifkin Transfer Plan" has the meaning set forth in Section 13.12(c).

      1.86 "Scott Agreement" means the Asset Purchase and Sale Agreement dated
as of July 1, 1998 between Scott Cable Communications, Inc. and the Company.

      1.87 Section 12.1(c) Damages" has the meaning set forth in Section

      1.88 "Sellers" has the meaning set forth in the first paragraph of this

      1.89 "Service Areas" has the meaning set forth in the third paragraph of
this Agreement.

      1.90 "Services Agreement" has the meaning set forth in Section 7.17.

      1.91 "Signals" has the meaning set forth in Section 5.16(b).

      1.92 "Subsidiaries" means, with respect to any Person, any Affiliate
directly or indirectly controlled by such Person.

      1.93 "System" means all of the assets, property and business constituting
any CATV system of the Company Group, or to be acquired by the Company Group
under the Omega Agreement, each of which Systems (together with the respective
Service Areas served thereby) is described in Schedule 1.1(B) hereto.

      1.94 "Tax" and "Taxes" means all federal, state, local, foreign or other
taxing authority gross income, gross receipts, gains, profits, net income,
franchise, sales, use, ad valorem, property, value added, recording, business
license, possessory interest, payroll, withholding, excise, severance, transfer,
employment, alternative or add-on minimum, stamp, occupation, premium,
environmental or windfall profits taxes, and other taxes, charges, fees, levies,
imposts, customs, duties, licenses or other assessments, together with any
interest and any penalties, additions to tax or additional amounts imposed by
any Governmental Authority.

      1.95 "Tax Return" means any return, report, statement, information
statement and the like required to be filed with any Governmental Authority with
respect to Taxes.