FairPoint Communications 2005 Annual Report Download - page 209

minor imperfection of title, utility easements and the like, or similar Lien which individually or in the aggregate with other such Liens do not materially
interfere with SICC’s use of the assets subject thereto or adversely affect the business or condition of SICC; (iv) Liens disclosed in Schedule 13 attached
hereto, (v) Liens securing any executory obligations under any lease that constitutes an operating lease under GAAP; and, (vi) exceptions of record and
standard exceptions contained in ALTA title insurance policies or commitments for issuance thereof.
“Person” means any individual, corporation, limited liability companies, partnership, joint venture, trust or unincorporated organization or any
government or any agency or political subdivision thereof.
“Postpay Subscribers” means the aggregate number of active mobile telephone numbers in service subscribed to the business of SICC and its
Subsidiaries for Commercial Mobile Service (excluding telephone numbers assigned pursuant to prepaid and reseller contracts or arrangements), and not more
than 90 days delinquent in paying their account.
“PSAP” means Public Safety Answering Point.
“Related Documents” or “Related Agreements” means any agreement, instrument or document being executed and delivered in connection with the
Agreement and the transactions contemplated hereby.
“Resolved Item” has the meaning set forth in Section 1.4(b).
“Roaming Partners” is defined in Section 2.31(a).
“Roaming Revenue” means revenue recognized in accordance with GAAP by SICC or any Subsidiary for Cellular Service provided by them to
subscribers of other Commercial Mobile Service providers, including, without limitation, revenues related to air time, toll and other charges applicable thereto.
“SID” means the five-digit code assigned to each market by the FCC for each FCC License.
“Subsidiary” of any Person means any corporation or other entity of which more than 50% of the outstanding voting securities are at the time owned,
directly or indirectly, by such Person. With respect to SICC, Subsidiary includes each Cellular Entity other than RSA 6 & 7.
“Straddle Period” means any Taxable period that begins before the Closing Date and ends after the Closing Date.
“Tax” or “Taxes” means any federal, state or local, income, gross receipts, capital stock, franchise, profits, withholding, social security,
unemployment, disability, real property, assessment, personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum,
estimated or other tax, including any interest, penalty or addition thereto, whether disputed or not.
59