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2.3 Consideration for Purchased Interests and Contributed Int est. (a) The consideration for the Purchased Interests and the Contributed Interest shall be Three Billion Four Hundred Eighty -One Million Dollars ($3,481,000,000) in the aggregate, subject to adjustment in accordance with Sections 2.4, 2.5 and 2.6 (the "Aggregate Consideration"). The Aggregate Consideration shall be determined by Falcon based on the Preliminary Closing Statement and set forth in Part 11 of the Allocation Notice. The Buyer shall pay a portion of the Aggregate Consideration in cash (the "Cash Consideration"), and the balance of the Aggregate Consideration shall be represented by the Equity Consideration delivered to FHGLP pursuant to Section 2.1(b). The value of the Aggregate Consideration shall be allocated among the Sellers as determined by the Sellers and set forth in Part ID of the Allocation Notice. (b) The amount of the Cash Consideration shall equal the Aggregate Considemtion reduced by the "Equity Value", which shall equal the product of (i) the value of the Aggregate Consideration allocated to FHGLP in Pan III of the Allocation Notice, and (ii) the percentage of FHGLP's partnership interest in Falcon that is contributed to Charter LLC pursuant to Section 2.l(b). The Equity Value shall be set forth in Part IV of the Allocation Notice. (c) Each Seller acknowledges that upon payment of the Aggregate Consideration to the accounts or persons designated by the Sellers in accordance with this Agreement, Buyer shall have no additional liability or obligation to the Sellers with respect to the allocation of the Aggregate Consideration among the Purchased Interests and the Contributed Interest and the Sellers, and each Seller agrees to indemnify and hold Buyer harmless from and against any claim by a Seller (or a partner, shareholder or member of such Seller) arising out of the allocation of the Aggregate Consideration. (d) The Sellers and Buyer agree to allocate the Cash Consideration among the Sellers of the Purchased interests as follows: (1) $1 shall be paid to FHGLP for all of its capital stock in Emu, (2) $1 shag be paid to DHN for its entire membership interest in Adlink, and (3) the balance of the Cash Consideration allocated to each Seller of the other Purchased Interests shall equal the sum of(x) the cash portion ofthe Net Closing Payment paid to such Seller as set forth in Part V ofthe Allocation Notice, plus (y) the portion ofthe Adjustment Escrow Amount paid to such Seller pursuant to Section 2.6(b)(1)(B) hereof(ifany). 2.4 Adiustments. (a) Closing Equivalent Subscribers. The Aggregate Consideration shall be decreased by the number, if any, by which the number of Closing Equivalent Subscribers is less than 979,700 multiplied by $3,516. For purposes of this Agreement, "Closing Equivalent IXtl.=--EMECnnON