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“ Independent Accounting Firm ” means a nationally recognized certified public accountant as selected by Buyer’s Independent Accountants and Seller’s Independent Accountants.

“ Indemnifying Party ” has the meaning ascribed thereto in Section 7.4(a).

“ Intellectual Property ” means all patents, trademarks, trade names, service marks, copyrights and any applications therefor, technology, know-how, computer software programs or applications, and other proprietary information or materials, trademarks, trade names, service marks and copyrights.

“ Interest Hedge Agreements ” means the obligations of Company under the interest rate swaps, caps, floors, collars and similar agreements set forth on Section 1.1(a) of the Disclosure Schedules.

“ Judgments ” means any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction in the United States or any foreign jurisdiction.

“ Knowledge of Buyer, ” “ Known to Buyer ” and similar formulations shall mean the actual knowledge of officers and employees of Buyer or Parent whose primary responsibility is the subject matter about which the relevant matter relates and the knowledge that each such person reasonably should possess if he or she has properly discharged his or her duties.

“ Knowledge of Seller ,” “ Known to Seller ,” and similar formulations shall mean the actual knowledge of (i) officers and employees of Company whose primary responsibility is the subject matter about which the relevant matter relates and the knowledge that each such person reasonably should possess if he or she has properly discharged his or her duties and (ii) the employees of Cequel III, LLC who provide significant services to Company with regard to the subject matter about which the relevant matter relates and the knowledge that each such person reasonably should possess if he or she has properly discharged his or her duties to Company.

“ Law ” means any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law.

“ Leased Sites ” means the tracts, pieces or parcels of land leased by Company or any Company Subsidiary on which Towers or other communications equipment are, or intended to be, located (as described in Section 1.1(d) of the Disclosure Schedules) together with all easements and other rights appurtenant thereto.

“ Liens ” means all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever. “ Litigation ” means any claim, suit, action, investigation, indictment, or administrative, arbitration or other proceeding. 8

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