(including discounted rates offered in the ordinary course of business
consistent with past practice), (iii) has paid for at least one month of
service, and (iv) has not more than ten dollars ($10.00) more than 65 days past
due (excluding late fees and charges and amounts subject to a bona fide
dispute). Notwithstanding the foregoing, if the Closing occurs in December,
November data will be used to determine the number of Good Subscribers in the
Systems served from the headends in Murray and Mayfield, Kentucky.
"Governmental Authority" means the United States of America, any state,
commonwealth, territory, or possession thereof, and any political subdivision or
quasi-governmental authority of any of the same, including any court, tribunal,
department, bureau, commission or board.
"Hazardous Substances" shall mean any pollutant or contaminant, any
hazardous or toxic substance, material, constituent or waste or any pollutant,
in any case that is labeled or regulated as such by any Governmental Authority
pursuant to an Environmental Law, including petroleum or petroleum compounds,
radioactive materials, asbestos or any asbestos-containing material, or
"Hornell" has the meaning given in the Recitals.
"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
"Indemnitee" has the meaning set forth at Section 11.3(a)
"Indemnity Escrow Amount" has the meaning set forth at Section 2.5.
"Indemnitor" has the meaning set forth at Section 11.3(a)
"Indemnity Escrow Agreement" shall mean the Indemnity Escrow Agreement
among Buyer, Sellers and Escrow Agent, substantially in the form annexed hereto
as Exhibit A.
"Indemnity Limit" has the meaning given at Section 2.5 hereof.
"Initial Adjustment Certificate" has the meaning set forth at Section
"Judgment" means any judgment, writ, order, injunction, award, or
decree of any court, judge, justice, magistrate, Governmental Authority or