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Subscribers" means the total number of Equivalent Subscribers for all of the Systems as of the <br />Closing Date, subject to the provisions of Sections 2.4(c) and 6.1(c)(3). <br />(b) Closlnn Net Liabilities. The Aggregate Consideration shall be decreased by <br />the amount of the Closing Net Liabilities. For purposes of this Agreement,"Closing Net Liabilities" <br />means: <br />(i) <br />the Senior Discount Debentures Accreted Value; plus <br />(ii) <br />the Senior Debentures Amount; plus <br />(iii) <br />the Senior Debt Amount; plus <br />(iv) <br />the principal meant and any accrued but unpaid interest as <br />of the Adjustment Time in respect of my other indebtedness <br />for borrowed money (not included in the foregoing clauses <br />(b)(i), (ii) and (iii) of this Section 2.4), if any, of the Falcon <br />Companies as of the Adjustment Time (in each case of the <br />foregoing clauses (b)(i), (ii), (iii) and (iv) of this Section 2.4, <br />prior to giving effect to any repayment of such indebtedness <br />by Buyer at the Closing); plus <br />(v) <br />the absolute value of Working Capital if such number is less <br />than sero; plus <br />(vi) <br />expenses of the Falcon Companies relating to the <br />consummation of the transactions contemplated by this <br />Agreement, including fees and expenses of attorneys, <br />accountants, financial advisors and broker fees, if such fees <br />and expenses are paid after the Closing Date and were not <br />otherwise reflected as a Current Liability or Closing Net <br />Liability in the computation of Aggregate Consideration or <br />paid by the Sellers, but excluding any expenses that Buyer <br />agrees to pay or is obligated to pay pursuant to this <br />Agreement; plus <br />(vii) <br />without limiting Falcon's obligations under Section 6.9, all <br />amounts to be paid by Falcon or the Falcon Companies at or <br />before the Closing pursuant to Section 6.9(h) if such sunnumc <br />are not so paid on or prior to the Closing Date and aro not <br />otherwise reflected as a Current Liability or Closing Net -' <br />Liability in the computation of Aggregate Consideration or <br />paid by the Sellers; minus <br />(viii) <br />one-half of the amount paid by Falcon at or before the <br />Closing in respect of severance to the Headquarters <br />Employees pursuant to Section 6.9(b), provided that the <br />maximum adjustment pursuant to this clause (viii) shall be <br />54,500,000 and Buyer shall have no other obligation in <br />respect of such payments other than the adjustment provided <br />in this clause (viii); minus <br />(ix) <br />Working Capital if such number is greater than zem; minus 1 <br />r <br />KVI/L`SLEENECVnON <br />lg <br />of <br />