Holdings I Trust, Cable Holdco III LLC, TWE, TWX and Parent.
"TWX" means Time Warner Inc., a Delaware corporation.
"TWX Agreement" means that certain Agreement, dated March 31, 2003, between TWX,
Parent and an Affiliate of Friendco.
"TWX Confidentiality Agreement" means the letter agreement, dated November 9,
2004, between TWX and Seller.
"Unallocated Shared Assets and Liabilities" means those Assets and Liabilities
(and the related revenue and expenses) identified as such on Schedule 1.1(h) of
the Seller Disclosure Schedule.
"Union Employee" has the meaning set forth in Section 5.8(b).
"U.S. Antitrust Laws" means the Sherman Act, the Clayton Act, the HSR Act, the
Federal Trade Commission Act, and all other federal and state statutes, rules,
regulations, orders, decrees, administrative and judicial doctrines, and other
Laws that are designed or intended to prohibit, restrict or regulate actions
having the purpose or effect of monopolization or restraint of trade.
"US Trustee" means the United States Trustee for Region 2 or such other region
in which the reorganization case of any Managed Cable Entity or Non-Debtor
Subsidiary is pending.
"WARN" means the Worker Adjustment and Retraining Notification Act.
Section 1.2
Other Interpretive Provisions. Unless the express context otherwise
requires:
(A)
THE WORDS "HEREOF," "HEREIN," AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT, WHEN USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT;
(B)
THE TERMS DEFINED IN THE SINGULAR HAVE A COMPARABLE MEANING WHEN
USED IN THE PLURAL, AND VICE VERSA;
(C)
THE TERMS "DOLLARS" AND "$" MEAN UNITED STATES DOLLARS;
(D)
ANY PAYMENT HEREUNDER TO BE MADE IN THE FORM OF SHARES OF PARENT
CLASS A COMMON STOCK SHALL BE MADE ONLY IN WHOLE SHARES AND, IN LIEU OF PAYMENT
OF ANY FRACTIONAL SHARES, A CASH PAYMENT SHALL BE MADE IN AN AMOUNT EQUAL TO THE
VALUE OF SUCH FRACTIONAL SHARES VALUED AT THE PER SHARE VALUE OF THE PURCHASE
SHARES;
43
(E)
REFERENCES HEREIN TO A SPECIFIC SECTION, SUBSECTION, RECITAL,
SCHEDULE OR EXHIBIT SHALL REFER, RESPECTIVELY, TO SECTIONS, SUBSECTIONS,
RECITALS, SCHEDULES OR EXHIBITS OF THIS AGREEMENT;
(F)
WHEREVER THE WORD "INCLUDE," "INCLUDES," OR "INCLUDING" IS USED
IN THIS AGREEMENT, IT SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION";
(G)
REFERENCES HEREIN TO ANY GENDER INCLUDE EACH OTHER GENDER;
(H)
REFERENCES HEREIN TO ANY PERSON INCLUDE SUCH PERSON'S HEIRS,
EXECUTORS, PERSONAL REPRESENTATIVES, ADMINISTRATORS, SUCCESSORS AND ASSIGNS;
PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS CLAUSE (H) IS INTENDED TO
AUTHORIZE ANY ASSIGNMENT OR TRANSFER NOT OTHERWISE PERMITTED BY THIS AGREEMENT;
(I)
REFERENCES HEREIN TO A PERSON IN A PARTICULAR CAPACITY OR
CAPACITIES EXCLUDE SUCH PERSON IN ANY OTHER CAPACITY;
(J)
REFERENCES HEREIN TO ANY CONTRACT OR AGREEMENT (INCLUDING THIS
AGREEMENT) MEAN SUCH CONTRACT OR AGREEMENT AS AMENDED, SUPPLEMENTED OR MODIFIED
FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF;
(K)
WITH RESPECT TO THE DETERMINATION OF ANY PERIOD OF TIME, THE WORD
"FROM" MEANS "FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL" EACH MEANS "TO
BUT