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      1.96 "Third Party" means any Person other than the Company, Buyer, Sellers
or any Affiliate of Buyer.

      1.97 "Third Party Systems" means Computer Systems of any supplier,
distributor, partner, customer or technology infrastructure provider used in
connection with the Business, including, without limitation, such Computer
Systems of electric utilities, telephone companies and offsite data processors
with whom any member of the Company Group has an ongoing or anticipated
contractual or commercial relationship.

      1.98 "Threshold Amount" has the meaning set forth in Section 12.1(b).

      1.99 "Unaudited Financial Statements" has the meaning set forth in Section

      1.100 "Vehicles" means the vehicles utilized by the Company in the
operation of the Business as set forth on Schedule 1.1(C).

      1.101 "WS" has the meaning set forth in Section 4.4.

      1.102 "Year 2000 Ready" or "Year 2000 Readiness" means that the Computer
Systems are designed to be used prior to, during and after the calendar year
2000 A.D., and that such item can successfully manipulate, interpret, accept,
generate or otherwise process date-dependent or date-related data without
generating incorrect or abnormal results, or experiencing a loss or disruption
of functionality due to an inability to correctly handle dates in, or relating
to, the 21st century, including, without limitation, correctly calculating leap

      1.103 "Year 2000 Remediation Program" means an enterprise-wide program
implemented by the Company and affecting all members of the Company Group, to
make Year 2000 Ready Computer Systems and other items related to Business. Such
Year 2000 Remediation Program must (i) include a plan for implementing solutions
recommended by vendors, distributors and manufacturers of the Computer Systems,
and (ii) be conducted by Persons with qualifications or experience related to
Year 2000 Readiness and such Persons must have organized an enterprise wide
program management office that reports to, or an enterprise wide program
management structure with oversight by, executive level management.

      1.104 "Year Disbursement Amount" has the meaning set forth in Section 2.5.

      The plural of any term defined in the singular, and the singular of any
term defined in the plural, shall have a meaning correlative to such defined

                                   ARTICLE II

      2.1 Purchase and Sale of Purchased Interests.

      On the terms and subject to the conditions set forth in this Agreement,
each Seller hereby severally and not jointly agrees to sell to Buyer, and Buyer
hereby agrees to purchase from each