SHALL BE DEEMED TO BE WHOLLY
OWNED BY SELLER) OR HAS BEEN FINALLY DETERMINED TO BE SO OWNED BUT AS TO WHICH
THERE HAS NOT BEEN AN MCE DISCHARGE AS OF THE DATE ON WHICH THE SELLER'S
STATEMENTS ARE DELIVERED UNDER SECTION 2.6(A) (EACH SUCH MCE SYSTEM, A "DISPUTED
MCE SYSTEM"), THEN (I) THE GEOGRAPHICAL AREAS SERVICED BY SUCH DISPUTED MCE
SYSTEM SHALL BE DEEMED
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NOT TO BE LISTED ON SCHEDULE A OF THE SELLER DISCLOSURE SCHEDULE AND SUCH
DISPUTED MCE SYSTEM SHALL BE DEEMED NOT TO BE INCLUDED IN THE GROUP 2 BUSINESS
OR OTHERWISE RELATED TO THE GROUP 2 BUSINESS OR THE ACQUIRED BUSINESS, (II) ANY
ASSETS, LIABILITIES OR EMPLOYEES THAT WOULD, BUT FOR CLAUSE (I) ABOVE, HAVE BEEN
TRANSFERRED ASSETS, ASSUMED LIABILITIES OR TRANSFERRED EMPLOYEES SHALL BE DEEMED
NOT TO BE TRANSFERRED ASSETS, ASSUMED LIABILITIES OR TRANSFERRED EMPLOYEES,
RESPECTIVELY, (III) THE CLOSING SHALL BE EFFECTED WITHOUT SUCH DISPUTED MCE
SYSTEM, (IV) THE PURCHASE PRICE (BEFORE ADJUSTMENT UNDER SECTION 2.6) SHALL BE
REDUCED BY AN AGGREGATE AMOUNT EQUAL TO THE PRODUCT OF (A) THE MCE PURCHASE
PRICE MULTIPLIED BY (B) THE QUOTIENT OBTAINED BY DIVIDING (1) THE AGGREGATE
NUMBER OF BASIC SUBSCRIBERS SERVED BY ALL SUCH DISPUTED MCE SYSTEMS AS OF
DECEMBER 31, 2004 BY (2) THE AGGREGATE NUMBER OF BASIC SUBSCRIBERS SERVED BY ALL
MCE SYSTEMS AS OF DECEMBER 31, 2004, SUCH REDUCTION TO BE APPLIED SOLELY TO THE
PURCHASE SHARES (WHERE EACH PURCHASE SHARE IS VALUED AT THE PER SHARE VALUE OF
THE PURCHASE SHARES) (THE AMOUNT OF SUCH PURCHASE SHARE REDUCTION WITH RESPECT
TO EACH SUCH DISPUTED MCE SYSTEM, THE "INITIAL MCE PURCHASE PRICE"), (V) THE
SELLER'S STATEMENT DELIVERED IN RESPECT OF THE GROUP 2 BUSINESS SHALL BE
PREPARED TO REFLECT THE FOREGOING AND (VI) WITH RESPECT TO THE DISPUTED MCE
SYSTEMS, THE DETERMINATION OF THE CLOSING ADJUSTMENT AMOUNT (CALCULATED AS TO
EACH SUCH DISPUTED MCE SYSTEM SEPARATELY AS IF IT WERE ITS OWN SPECIFIED
BUSINESS AND ASSUMING THE NET LIABILITIES ADJUSTMENT AMOUNT FOR EACH SUCH
DISPUTED MCE SYSTEM IS ZERO) SHALL BE MADE IN ACCORDANCE WITH SECTION 2.6 EXCEPT
THAT THE SUBSCRIBER CAP SHALL NOT APPLY TO THE DETERMINATION OF THE SUBSCRIBER
ADJUSTMENT AMOUNT AND THERE SHALL BE NO ADJUSTMENT TO THE PURCHASE PRICE AT THE
CLOSING AS A RESULT OF SUCH DETERMINATION (THE AMOUNT BY WHICH THE PURCHASE
PRICE WOULD HAVE BEEN ADJUSTED (EXPRESSED AS A NEGATIVE IF DECREASED AND AS A
POSITIVE IF INCREASED) IN RESPECT OF EACH SUCH DISPUTED MCE SYSTEM AS DETERMINED
PURSUANT TO THIS CLAUSE (VI), THE "INITIAL DISPUTED MCE SYSTEM ADJUSTMENT
AMOUNT").
(B)
WITH RESPECT TO ANY DISPUTED MCE SYSTEM, SELLER SHALL (I) USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE EACH SUCH DISPUTED MCE SYSTEM TO BE
BOUND BY A WRITTEN MANAGEMENT AGREEMENT WITH BUYER (OR ITS DESIGNEE) AS OF THE
CLOSING, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BUYER AND SELLER (EACH
SUCH AGREEMENT, AN "MCE MANAGEMENT AGREEMENT"), AND (II) CONTINUE DURING THE
SUCCEEDING 15 MONTHS (THE "MCE PERIOD") USING COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN FULL