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(x) the amount provided for in Section 6.1(c)(3) (Pending Acquisitions); minus (xi) the $2,500,000 investment made by Falcon Community Cable, L.P. in the Bend, Oregon joint venture; minus (xii) that portion of the capital expenditures provided for in Section 6.1(b)(1) (Capital Expenditures). (1) Subject to the other provisions of this Section 2.4(b), "Working Capital' means Current Assets as of the Adjustment Time minus Current Liabilities as of the Adjustment Time. (2) Subject to the other provisions of this Section 2.4(b), "Correct Assets' means the total current assets of the Falcon Companies as defined for purposes of GAAP, and prepayments in respect of performance bonds and long term rights of way with a maturity in excess of one year, computed for the Falcon Companies as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP. (3) Subject to the other provisions of this Section 2A(b) and Section 3.12(a), "Current Liabilities' means the total current liabilities of the Falcon Companies as defined for purposes of GAAP, including vacation pay and sick pay, computed for the Falcon Companies as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP; provided, however, that notwithstanding GAAP, or anything to the contrary in this Agreement, Current Liabilities shall not include and no adjustment to the Aggregate Consideration shall be made in respect of. (A) any amount payable in respect of or pursuant to the Debt Documents or any indebtedness. for borrowed money referred to in clause (b)(iv) above; (B) any prepayment penalty or premium, breakage costs, change of control penalty or premium or other payment arising out of or resulting from the consummation of the transactions contemplated by this Agreement, including the termination of any Contract, under or pursuant to the Debt Documents or any other Contract or other obligation to which any of the Falcon Companies is a party or by which it may be bound, including any swap or interest rate hedge Contract; (C) any Taxes to be paid by the Buyer pursuant to Section 6.10; (D) any amounts paid or to be paid by Falcon or the Falcon Companies in respect of severance to the Headquarters Employees pursuant to the provisions of Section 6.9 herrnfexcent a� pnvided in Lhe p ^>d+^ _... nftFls Sectio.. ^t.): and ku) amr' liability that is otherwise included in Closing Net Liabilities. (c) Right ofFirst Refusal Sal e.Ifprior to the Closing hereunder any Franchising Authority notifies any Falcon Company or Buyer in writing of such Franchising Authority's intent to purchase the assets of my System (or portion thereof) that serves the Franchise Area covered by the Franchise granted by such Franchising Authority pursuant to any right of first refusal or similar right in such Franchise that is triggered by the consummation of die purchase and sale of the Purchased Interests and contribution ofthe Contributed Interest, and the Franchising Authority does not rescind such notice prior to the Closing, then (1) at the Closing the amount of the Aggregate Consideration shall be reduced by an amount equal to the product of (A) the number of Closing Equivalent Subscribers represented by the Subscribers served in such Franchise Area (determined as ifthe effeefive time of the consummation ofrhe respective sale of such system to the Franchising OCOm] FJORCMON 19