|
"Subscriber" means any Person to whom any Falcon Company provides cable television
<br />programming orotherservice through the Systems into a single household, a multiple dwelling unit,
<br />a hotel or motel unit, a commercial business or any other real property improvement.
<br />"Subsidiary" means, with respect to any Person, any other Person of which the outstanding
<br />voting Equity Interests sufficient to elect at least a majority of its board of directors or other
<br />goveming body (or, if there are no such voting interests, of which 50% or more of the Equity
<br />Interests) are owned (beneficially or otherwise) directly or indirectly by such first Person or any
<br />Subsidiary thereof.
<br />"Systems" means the cable television systems owned and operated by any Falcon Company
<br />or any combination of any of them, each of which may be referred to herein individually as a
<br />"System," but excluding the cable television systems owned, operated or managed, directly or
<br />indirectly, by Enstar and the other Investment Persons.
<br />"Tangible Personal Property" means all of the equipment, tools, vehicles, furniture, leasehold
<br />improvements, office equipment, plant, converters, spare parts, and other tangible personal property
<br />which are owned or leased by any of the Falcon Companies and used or held for use in the conduct
<br />of the business or operations of the Systems, plus such additions thereto and less such deletions
<br />therefrom arising between the date hereof and the Closing Date in accordance with this Agreement.
<br />"Tax" means my and all taxes, fees, levies, dmies, tariffs, imposts and other charges of any
<br />kind imposed by my government or taxing authority, including: federal, state, local, or foreign
<br />gross income, gross receipts, net income, ad valorem, value added, possessory interest, alternative
<br />or add-on minimum, windfall profits, severance, property, production, sales, use, license, excise,
<br />franchise, capital, stamp, occupation, premium, environmental, transfer, payroll, employment,
<br />withholding, or other taxes, charges, fees, liens, customs, duties, licenses or other governmental
<br />assessments, together with my interest, additions, or penalties with respect thereto and my interest
<br />in respect of such additions or penalties, but excluding Franchise fees, FCC payments and fees, and
<br />copyright payments and fees.
<br />"Tax Return" mems my tax return, declaration of estimated tax, tax report or other tax
<br />statement, or my other similar filing, including my schedule or attachment thereto, and including
<br />any Yoncri.mcra .draws Nu4vd w be submined to any uovemmental Authority with respect to my
<br />Tax.
<br />"TCI Systems" means the Systems contributed to the Falcon Companies by TO pursuant to
<br />the Contribution and Purchase Agreement referred to in the Amended and Restated Agreement of
<br />Limited Partnership of Falcon dated as of December 30,1997, as amended.
<br />"Transaction Documents" means this Agreement, the Adjustment Escrow Agreement (if
<br />applicable), the Put Agreement, the Registration Rights Agreement, the Exchange Agreement, the
<br />Charter LLC Operating Agreement, the Amended Falcon Partnership Agreement, and the other
<br />documents, agreements, certificates and other iYamemenls to be executed, delivered and performed
<br />by the parties in connection with the transactions contemplated by this Agreement
<br />MoilleAExEComON
<br />
|