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This excerpt taken from the CVC 8-K filed May 14, 2008. “Base Working Capital” means Working Capital as of March 30,
2008 in the amount of $24,094,467 as reflected on Schedule 1.5.
“Benefit Plan” means: (a) any “employee benefit plan” within the meaning of Section 3(3) of ERISA under which any Business Employees receive any benefits; (b) any other employee benefit plan, arrangement or policy, including any stock option, stock purchase, stock award, deferred compensation, pension, retirement, savings, profit sharing, incentive compensation, bonus, health, life insurance, cafeteria, flexible spending, dependent care, fringe benefit, vacation pay, holiday pay, disability, sick pay, workers’ compensation, unemployment, severance pay, employee loan, or educational assistance plan, policy or arrangement under which any Business Employees receive any benefits; which in the case of each of clauses (a) or (b), is sponsored or maintained by Tribune or any of its Subsidiaries or any of its Affiliates (or to which any of them is a party or is bound or otherwise subject), or to which Tribune or any of its ERISA Affiliates contributes or is required to contribute, on behalf of any Business Employees or any of their respective beneficiaries or dependents.
“Business Day” means a day other than Saturday, Sunday or any other day which commercial banks in New York, New York are authorized or required by law to close.
“Business Employees” means all current employees of Tribune or any of its Subsidiaries who perform services in connection with the Business but excluding any persons who are employed by Tribune or one of Tribune’s Subsidiaries that is not a Newsday Entity who provide the services described on Schedule 2.13(g).
“Business Permits” means all Permits that are primarily used or primarily held for use in the Business.
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“Cablevision Guarantee” means a guarantee by Cablevision of the obligations of Newco in the Debt Financing that includes certain terms set forth in Exhibit A to the Tribune Indemnity Agreement.
“Closing Debt” means all Debt as of 11:59 p.m. (New York time) on the Closing Date; provided, however, that Closing Debt shall be determined before giving effect to the Debt Financing.
“Closing Working Capital” means Working Capital as of 11:59 p.m. (New York time) on the Closing Date; provided, however, that Closing Working Capital shall be determined before giving effect to the Debt Financing and shall not include any accounting or other adjustment arising out of the consummation of the transactions contemplated by the Agreement or the effect of any action taken by Newco, Newco Sub or any Cablevision Party after consummation of the Closing.
“Code” means the Internal Revenue Code of 1986, as amended.
“Confidentiality Agreement” means the Letter Agreement dated as of January 31, 2008 between Parent and Tribune.
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