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SECURITIES AND EXCHANGE COMMISSIONFORM 8-KCurrent report filingFiling Date: 1996-03-15 Period of Report: 1996-03-01SEC Accession No. 0000891020-96-000250(HTML Version on secdatabase.com)FILERNORTHLAND CABLE PROPERTIES SEVEN LIMITEDPARTNERSHIPCIK:813658 IRS No.: 911366564 State of Incorp.:WA Fiscal Year End: 1231Type: 8-K Act: 34 File No.: 000-16718 Film No.: 96535229SIC: 4841 Cable & other pay television servicesMailing Address1201 THIRD AVE SUITE 36001201 THIRD AVE SUITE 3600SEATTLE WA 19803Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This DocumentBusiness Address360 WASH MUTUAL TOWER1201 3RD AVESEATTLE WA 981012066211351
1SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 1, 1996NORTHLAND CABLE PROPERTIES SEVEN LIMITED ------------(Exact name of registrant as specified in charter)State of Washington------------------------------(State or other jurisdiction ofof incorporation)0-16718------------(CommissionFile Number)91-1366564-------------------(IRS EmployerIdentification No.)NORTHLAND COMMUNICATIONS CORPORATION3600 WASHINGTON MUTUAL TOWER1201 THIRD AVENUE, SEATTLE, WASHINGTON -----------------(Address of principal executive offices and zip code)Registrant's telephone number, including area code: (206) ----------------------(Former name or former address, if changed since last report)This filing containspages.--------Exhibits Index appears on page.--------2NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIPITEM 2.ACQUISITION OF ASSETSOn January 26, 1996 and February 5, 1996, Northland Cable Properties SevenLimited Partnership (the "Registrant") entered into separate agreements toacquire substantially all operating assets and franchise rights of the cabletelevision systems in or around the communities of Vidalia, Higgston, Lyons,Santa Claus and certain unincorporated areas of Montgomery County and ToombsCounty, all in the state of Georgia (the "Vidalia system"). The cable televisionsystems represent approximately 6,500 basic subscribers and were owned bySouthland Cablevision, Inc. ("Southland") and TCI Cablevision of Georgia, Inc.("TCI"). The assets were acquired on February 29, 1996 and March 1, 1996 for thepurchase prices of 3,710,000 and 6,527,530 for the Southland and TCI systems,respectively. Of the total 3,710,000 purchase price, Southland received 2,640,000 on February 29, 1996 and 770,000 on March 1, 1996. Under the termsof a subordinated, non-interest bearing hold-back note, the balance of 300,000will be payable to Southland 180 days after the closing date, net of anypurchase price adjustments. Of the 6,527,530 purchase price, TCI was paid 6,201,155 on March 1, 1996. The balance due of 326,375 was deposited into anescrow account payable to TCI, due no later than 120 days after the closingdate, net of any purchase adjustments. The purchase price is based on Sellers'representations as to monthly revenues and the number of basic subscribers as ofthe closing date. There is no material relationship between the Registrant andthe Sellers or any of their affiliates, directors, officers, or associates.FINANCINGThe purchase was financed by borrowings under the Registrant's term loanfacility. At the time of this filing, the balance under the credit facility is 26,400,000. The interest rates on the credit facility are as follows: 7,300,000 fixed at 8.34% under the terms of an interest rate swap agreementwith the Registrant's lender expiring January 16, 1998; 8,091,000 fixed at7.40% under the terms of a self-amortizing interest rate swap agreement expiringCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
September 30, 1996; 10,000,000 fixed at 8.42% under the terms of an interestrate swap agreement expiring March 6, 1998; and 1,000,000 fixed at 8.31%expiring April 9, 1996. The balance of 9,000 bears interest at the prime rateplus 1.75% (currently at 10%). The above rates include a margin paid to thelender based on overall leverage, and may increase or decrease as theRegistrant's leverage fluctuates.PROFILE OF THE VIDALIA SYSTEMThe Vidalia systems serve the incorporated communities of Vidalia, Lyons,Higgston, Santa Claus and nearby unincorporated areas of Toombs County andMontgomery County, all in the state of Georgia.Vidalia is located approximately 180 miles southeast of Atlanta and 95miles west of Savannah. It is the home of the Vidalia Sweet Onion. Nearby Lyonsis the county seat of Toombs County.23EFFECTS OF REGULATIONOn October 5, 1992, Congress enacted the Cable Television ConsumerProtection and Competition Act of 1992 (the "1992 Act"). The 1992 Actsubstantially reregulated the cable television industry and imposed numerousrequirements, including provisions subjecting rates for certain services andequipment to regulation by the applicable local franchising authority and by theFederal Communications Commission ("FCC"), exclusive programming arrangements,the carriage of broadcast signals, customer service standards, leased accesschannels, customer premises equipment compatibility and various other matters.On April 1, 1993, the FCC announced the adoption of rate regulations whichbecame effective September 1, 1993. Under those initial regulations, rates wereevaluated against "competitive benchmarks" and were generally subject torollbacks if they exceeded the benchmark levels. On February 22, 1994, the FCCsubstantially revised the rate regulation rules to effect further ratereductions effective May 15, 1994, or later in certain circumstances, based oncomplex formulas and revised benchmarks.All of the Registrant's cable systems are potentially subject to rateregulation. The 1992 Act (i) requires the FCC to establish rate standards forbasic cable service rates which may be regulated by the applicable localfranchising authority, (ii) requires the FCC, upon receipt of a complaint, toreview rates for additional tiers of cable service, (iii) regulates rates formandatorily offered commercial leased access channels and (iv) eliminates theautomatic five percent annual increase for basic rates allowed under prior law.Rates for channels offered on a per-channel basis as individual purchase optionsand pay-per-view events are excluded from rate regulation.Basic service rates, including the equipment used to receive basic service,may be regulated by a local franchising authority once it has been "certified"by the FCC. When the certification becomes effective, the local franchiseauthority may request the cable operator to justify its existing rates chargedfor basic service and related equipment ("request for justification" or "RFJ").Rates charged in excess of the maximum allowable rates determined under FCCregulations are subject to refund for the period in which the excess rates werecharged or one year, whichever is shorter. Additional tiers of service aresubject to regulation only upon an appropriately filed complaint to the FCC byany subscriber, franchising authority or other person ("subscriber complaints").If no subscriber complaints are filed within 45 days of a change in the FCCregulated rates, such rates are not subject to challenge unless and until thecable operator seeks to modify them. Refund liability, if any, generally wouldbe limited to any incremental increase in rates. In late 1994, the FCC revisedits rules to permit cable operators to offer New Product Tiers at rates whichthey elect so long as, among other conditions, other channels that are subjectto rate regulation are priced in conformity with applicable regulations andcable operators do not remove programming services from existing service tiersand offer them on the New Product Tier.On May 5, 1995, the FCC announced the adoption of a simplified set ofalternative rate regulation rules that will apply to "small" cable systems,defined as a system serving 15,000 or fewer subscribers, that are owned by"small" companies, defined as a company serving 400,000 or fewer subscribers.Under the FCC's definition, the Registrant is a "small" company and each of theRegistrant's cable systems are "small" systems. Maximum permitted rates underthese revised rules are dependent on several factors including the number ofregulated channels offered, net asset basis of plant and equipment used toCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
deliver regulated services, the number of subscribers served and a reasonablerate of return.34As of the date of this filing, the Registrant has received notificationthat local franchising authorities with jurisdiction over approximately 22% ofthe Registrant's subscribers have elected to certify, no RFJ's have beenreceived from franchise authorities and three subscriber complaints have beenfiled in systems representing 8% of the Registrant's total subscribers. Based onmanagement's analysis, the rates charged by these systems are within the maximumrates allowed under FCC rate regulations.On February 8, 1996, the Telecommunications Act of 1996 (the 1996 Act)became law. The 1996 Act will eliminate all rate controls on cable programmingservice tiers of small cable systems, defined by the 1996 Act as systems servingfewer than 50,000 subscribers owned by operators serving fewer than 1% of allsubscribers in the United States (approximately 600,000 subscribers). All of thePartnership's cable systems qualify as small cable systems. Many of the changescalled for by the 1996 Act will not take effect until the FCC issues newregulations, a process that could take from several months to a few yearsdepending on the complexity of the required changes and the statutory timelimits. Because of this, the full impact of the 1996 Act on the Partnership'soperations cannot be determined at this time.45SUBSCRIBER SUMMARY(As of March 1, 1996) TABLE CAPTION SOUTHLAND-------- C TCI-- C Estimated Homes Passed:4,5007,500Basic Subscribers:2,6753,823 S % of Homes Passed59%Pay al53114480170925% of Basic /TABLE 35%51%1,4156301,046377443,872102%CURRENT RATES(excluding franchise fees, including sales tax) TABLE S BasicHBOCinemaxDisneyShowtimeStarzEncore C 18.757.956.955.005.00- C 14.5011.9510.958.954.751.75InstallationReconnect feeTransfer feeInstall extra right 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
/TABLE 56CHANNEL LINE-UP - VIDALIA, GEORGIA (TCI) TABLE CAPTION CABLECHANNEL------ S 313233343536374950 /TABLE OFF AIRCHANNEL------ C 39221111STATION------ C NETWORK AFFILIATION------------------ C The Disney ChannelWSAVFOXShowtimeThe Discovery ChannelWTBSWVANWUBIWJCLWTOCCNNFamily ChannelEncoreAmerican Movie ClassicsWXIAWMAZNickelodeonC-SPANHBOThe Nashville NetworkThe Movie ChannelSports SouthESPNF/XTurner Network TelevisionLifetimeUSACNN Headline NewsVH-1Black Entertainment TelevisionCNBCQVCArts & EntertainmentThe Weather ChannelMTVFaith & Values ChannelStarzPay-per-viewNBC (Savannah, GA)IND (Savannah, GA)ABC (Savannah, GA)CBS (Savannah, GA)NBC (Atlanta, GA)67CHANNEL LINE-UP - VIDALIA, GEORGIA (SOUTHLAND) TABLE CAPTION CABLECHANNEL------ S 23456789OFF-AIRCHANNEL------ C 2239STATION------ C NETWORK AFFILIATION------------------ C WJCLWSAVLocal OriginationFamily ChannelWTBSTravel ChannelC-SpanWVAN (PBS)ABC (Savannah, GA)NBC (Savannah, GA)Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This DocumentIND (Savannah, GA)
35363738394041424344 /TABLE 112811Faith & ValuesWTOCCNNWTGSHBOUSAHeadline NewsWXIAWWOR (New York)WGN (Chicago)NickelodeonWeather ChannelNashville NetworkCountry Music TelevisionCourt TVAmerican Movie ClassicsTNTLifetimeThe Discovery ChannelThe Learning ChannelArts & EntertainmentESPNBlack Entertainment TelevisionCNBCWUBICVCHome Shopping NetworkWMAZThe History ChannelSport SouthVH-1MTVPreview GuideHBOCinemaxCBS (Savannah, GA)FOX (Hardeeville, GA)NBC (Atlanta, GA)78CHANNEL LINE-UP - VIDALIA, GEORGIA (SOUTHLAND) TABLE CAPTION CABLECHANNEL------ S OFF-AIRCHANNEL------ C 4546474849 /TABLE STATION------ C NETWORK AFFILIATION------------------ C ShowtimeThe Movie ChannelDisneyViewers ChoiceFuture89FRANCHISE AGREEMENTSThe Systems operate under the terms of following franchise agreements: TABLE CAPTION FRANCHISE S City of HiggstonEXPIRATION DATE C FRANCHISE FEE C December 6, 2001NoneCity of Santa ClausJanuary 4, 2002NoneCity of VidaliaMarch 28, 20005%County of ToombsSeptember 24, 20015%Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
City of Lyons /TABLE March 28, 2000910SequentiallyNumberedPage-------Item 7.(a)(4)(b)(2)(c)Financial Statements and ExhibitsFinancial Statements, Pro FormaThe financial statements required to be filedwere not available as of the date of this filing.ExhibitsAsset Purchase Agreement between NorthlandCable Properties Seven Limited Partnership andSouthland Cablevision, Inc.Asset Purchase Agreement between NorthlandCable Properties Seven Limited Partnership andTCI Cablevision of Georgia, Inc.1011SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIPBY: Northland Communications Corporation,Managing General PartnerDated:---------BY: /s/ GARY S. JONES------------Gary S. Jones(Vice President)1112SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIPBY: Northland Communications Corporation,Managing General ---------Gary S. Jones(Vice President)1213INDEX TO EXHIBITS TABLE CAPTION Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document5%
ExhibitSequentiallyNumberDescriptionNumbered ---------------------- S C C 10.30Asset Purchase Agreement between NorthlandCable Properties Seven Limited Partnership andSouthland Cablevision, Inc.10.31Asset Purchase Agreement between NorthlandCable Properties Seven Limited Partnership andTCI Cablevision of Georgia, Inc. /TABLE 13Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
1Exhibit 10.30ASSET PURCHASE AGREEMENTThis Asset Purchase Agreement is made as of January 26, 1996, by andbetween NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP, a Washingtonlimited partnership, and SOUTHLAND CABLEVISION, INC., a Georgia corporation.RECITALSA.Southland Cablevision, Inc. currently is engaged in the businessof providing cable television service in or around the communities of Vidaliaand Lyons and certain nearby unincorporated areas of Toombs County, all in theState of Georgia.B.Northland Cable Properties Seven Limited Partnership desires topurchase, and Southland Cablevision, Inc. desires to sell and conveysubstantially all of the assets of Southland Cablevision, Inc. used or usefulin connection with such cable television business, all as more particularlydescribed below.AGREEMENTFor good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties agree as follows:SECTION 1.DEFINITIONSFor the purposes of this Agreement, the following capitalized terms shallhave the respective meanings ascribed to them below (terms defined in thesingular shall have the same meanings when used in the plural, and vice versa):1.1Agreement shall mean this Asset Purchase Agreement, as amended,supplemented or modified from time to time, including all agreements,instruments and documents delivered in connection with this Agreement and allSchedules and Exhibits annexed hereto.1.2Assets shall mean all properties, privileges, rights andinterests, real and personal, tangible and intangible, of every type anddescription in which Seller has any right, title or interest, and that areowned, held, used, or useful in the CATV Systems as of the Closing Dates, exceptonly for the Excluded Assets as defined in Section 1.14. Assets include withoutlimitation the items which are listed in Schedule 1.2, and the following:1.2.1 Cash and Cash Equivalents. All cash and cash equivalentsheld by Seller and relating to converter and other subscriber deposits (but onlyto the extent the refund obligations for the same are assumed by Buyer), allsubscriber prepayments, advertising prepayments and other prepaid revenues, andCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
all accounts receivable existing as of Closing withPage 12respect to the CATV Systems, including but not limited to those Cash Equivalentsdescribed in Schedule 1.2, but not including cash on hand, accounts orinvestments of any kind that are not otherwise Cash Equivalents;1.2.2CATV Instruments. Franchises, licenses, crossing permits,service agreements, retransmission consent agreements and all intangible CATVchannel distribution rights or privileges owned, used or held for use by Seller,including without limitation those described in Schedule 1.2;1.2.3CATV Equipment. All tangible personalty, furniture,fixtures, office equipment and supplies, electronic devices, strand, trunk,feeder, drop and other distribution cable, towers, antennae, poles, amplifiers,power supplies, conduit, vaults, pedestals, grounding and pole hardware,"headend" (origination, earth stations, transmission and distribution system)hardware, motor and other vehicles, tools, construction equipment, testequipment, maintenance equipment, spare parts, inventory and other personalproperty and facilities owned, leased, used, or held for use in the CATVSystems, and subscribers' devices to the extent owned by Seller (includingwithout limitation converters, encoders, transformers behind TV sets andfittings), all of which includes without limitation those described in Schedule1.2;1.2.4Real Property. All realty, including appurtenances,improvements, and fixtures located thereon, easements, and other such items,owned or leased by Seller and used or held for use in the CATV Systems,including Seller's fee and leasehold interests therein, and including withoutlimitation those items or interests described in Schedule 1.2;1.2.5Seller Contracts. All contracts, agreements and otherarrangements pertaining to the lawful ownership, operation and maintenance ofthe CATV Systems or used in the CATV Systems, including without limitation thosedescribed in Schedule 1.2; and1.2.6Intangibles. All general intangibles including, but notlimited to, subscriber lists, accounts receivable, notes receivable, options,claims, all trade names of Seller, (including without limitation "SouthlandCablevision, Inc.," "Southland" and any derivatives thereof), patents,copyrights, registered trademarks, and goodwill.1.3Basic Package Services shall mean the package of cable televisionprogramming, including broadcast and satellite service programming (butexcluding premium or pay-television programming) sold to the greatest number ofsubscribers of the CATV Systems for a fixed monthly fee, as more particularlydescribed in Schedule 1.7.1.4Basic Service Tier shall mean that level of cable services,Copyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
offered at the rate set forth in Schedule 1.7, that includes only (a) thesignals of off-air television broadcast stations, (b) the signals of televisionbroadcast stations that are secondarily transmitted by a satellite carrierbeyond the local service area of such stations, (c) local origination channels,and (d) public, educational and governmental access channels.Page 231.5Buyer shall mean Northland Cable Properties Seven LimitedPartnership, a Washington limited partnership.1.6CATV shall mean cable television.1.7CATV Systems shall refer to (a) Seller's complete CATV receptionand distribution systems as presently conducted by Seller in or around thecommunities of Vidalia and Lyons and certain nearby unincorporated areas ofToombs County, all in the State of Georgia, consisting of one or more headends,trunk cable, feeder cable, microwave transmission and reception facilities,drops and associated electronic equipment, which are, or are capable of being,operated as an independent system without interconnections to other CATVsystems; and (b) all of the Assets and business of such systems, as moreparticularly described in Schedule 1.7.1.8CLI Rules shall refer to the Cumulative Leakage Index ("CLI")standards under currently effective FCC rules and regulations.1.9Closings and Closing Dates shall refer to the consummation of thetransactions contemplated by this Agreement, to be held at the place and on thedates specified in Section 8.1. The day on which such meeting to sell the GroupA Assets takes place shall be referred to as the "Group A Closing Date," and theday on which such meeting to sell the Group B Assets takes place shall bereferred to as the "Group B Closing Date."1.10Code shall mean the Internal Revenue Code of 1986, and anysuccessor statute of similar import, and regulations thereunder, in each case asin effect from time to time.1.11Equivalent Billing Units shall mean the sum of: (a) the numberobtained by dividing the aggregate monthly amount billed by Seller to bulksubscribers of the CATV Systems, such as hotels, motels and apartment houses,that receive Basic Package Services (not more than a single month's billing forany single bulk account and excluding installation and other non-recurringcharges), by the full monthly rate charged to single family households in theCATV Systems for Basic Package Services, provided, that no part of the accountof any bulk subscriber is more than ninety (90) days past due from the originaldue date of billing, and provided further that each such bulk subscriber haspaid at least two (2) months' regular charges for Basic Package Services and allinstallation charges billed therefor; and (b) the number obtained by dividingthe aggregate monthly amount billed by Seller to Basic Service Tier subscribers(excluding installation and other non-recurring charges) by the full monthlyCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
rate charged to subscribers of the Basic Package Services, and provided further,that no part of the account of any Basic Service Tier subscriber is more thanninety (90) days past due from the from the original due date of billing, andprovided further that each Basic Service Tier subscriber has paid at least two(2) months' regular charges for such services and all installation chargesbilled therefor.1.12Equivalent Subscribers shall mean, with respect to the CATVSystems, the sum of (a) the number of single family households (exclusive of"additional outlets" or "secondPage 34connects" and "pending disconnects," as such terms are commonly understood inthe CATV industry) subscribing to Basic Package Services of the CATV Systems andpaying the full monthly rate for such services, whose accounts payable to Sellerfor Basic Package Services are not more than ninety (90) days past due from theoriginal due date as stated on such billing, and who have paid at least two (2)months' payment for Basic Package Services in full without discount and allinstallation charges billed therefor, and (b) the number of Equivalent BillingUnits. In no case, however, shall the number of Equivalent Subscribers whoseaccounts are more than sixty (60) days past due from the from the original duedate of billing exceed fifty (50).1.13ERISA shall mean the Employee Retirement Income Security Act of1974, as amended, and any successor statute of similar import, and regulationsthereunder, in each case as in effect from time to time.1.14Excluded Assets shall include: Seller's cash on hand at Closing(but only to the extent that such cash does not constitute Cash Equivalentsunder Section 1.2.1); and only those other assets mutually agreed to by theparties and listed in Schedule 1.14.1.15FCC shall mean the Federal Communications Commission.1.16Group A Assets shall mean those Assets listed in Schedule 1.16.1.17Group B Assets shall mean those Assets listed in Schedule 1.17.1.18Group B License Agreement shall mean the personal property licenseagreement referred to in Section 3.1.1, substantially in the form of Exhibit G.1.19Holdback Note shall mean the promissory note referred to inSection 3.1.2, substantially in the form of Exhibit H.1.20( 60,000).Minimum Monthly Revenue shall mean Sixty Thousand Dollars1.21Monthly Revenue shall mean the monthly average of the totalrevenues (as defined under generally accepted accounting principles, but notCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
including any franchise fees, sales or similar taxes collected by Seller onbehalf of any governmental entity) earned by the CATV Systems during the three(3) full calendar months immediately preceding the Closing Date from (a)recurring monthly subscription payments received from the CATV Systems'Equivalent Subscribers and Pay-TV Subscribers, and (b) the other operations ofthe CATV Systems; provided, however, that such revenue shall be counted in thedetermination of Monthly Revenue only to the extent that the CATV Systems'charges to customers for any equipment and/or services subject to regulation arein compliance with the applicable rate regulation rules of the FCC.1.22Pay-TV Services shall mean one or more addition channels ofprogramming commonly known as premium or pay-television programming channels nototherwise madePage 45available to Equivalent Subscribers without the payment of monthly fees inaddition to the fee for Basic Package Services.1.23Pay-TV Subscribers shall mean the sum of (a) the number ofEquivalent Subscribers who are paying to receive one or more Pay-TV Services,and (b) the number of such Pay-TV Services in excess of one which each suchEquivalent Subscriber is paying for, provided, that the payment for such Pay-TVServices is not more than ninety (90) days past due from the original due dateas stated on such billing and that such subscriber has paid at least two (2)months' regular charges for such services and all installation charges billedtherefor.1.24Permitted Exceptions shall mean, with respect to ALTA lessee'sand owner's extended coverage title insurance policies, (a) standard printedexceptions, (b) inchoate liens for current taxes and assessments not yetdelinquent, (c) standard utility and roadway easements, covenants andrestrictions, whether or not of record, that do not individually or in theaggregate materially detract from the value of, or impair the use of the RealProperty affected thereby, (d) existing zoning or similar laws or ordinancesthat do not interfere with the operation of the CATV Systems, (e) SecurityInterests specifically assumed by Buyer pursuant to Section 4.1, (f) surveyexceptions that do not individually or in the aggregate materially detract fromthe value of, or impair the use of the Real Property affected thereby, and (g)standard mineral or water rights exceptions.1.25Purchase Price shall mean the total consideration payable byBuyer to Seller for the transactions contemplated in this Agreement, as moreparticularly described in Section 3.1. The portion of the Purchase Price for theGroup A Assets shall be referred to as the "Group A Purchase Price," and theportion of the Purchase Price for the Group B Assets shall be referred to as the"Group B Purchase Price."1.26Remedial Steps shall mean the necessary steps Seller will havetaken so as to have caused the CATV Systems to be in full compliance with theCopyright 2012 www.secdatabase.com. All Rights Reserved.Please Consider the Environment Before Printing This Document
Technical Standards.1.27Required Consents shall mean the written consents of thegovernmental authorities and other third parties necessary or required for Buyerto conduct the business of the CATV Systems, as more particularly described inSection 5.6.1.28Security Interest shall mean any mortgage, deed-of-trust, lien,security agreement, limitation, pledge, hypothecation, assignment for securitypurposes, option, put, charge, restrictive agreement, capital or financing leasearrangement, restriction, priority, encumbrance, adverse interest, claim,restraint on transfer, or claim of any kind or nature whatsoever (including,without limitation, any agreement to give or suffer to exist any of theforegoing) against title with respect to any Asset to be sold under thisAgreement.1.29corporation.Seller shall mean Southland Cablevision, Inc., a GeorgiaPage 561.30Seller's Knowledge shall mean the actual or constructive knowledgeof a particular matter of any of the executive officers of Seller or generalmanagers of the CATV Systems, after due investigation of the CATV Systems anddiscussion with the personnel of such CATV Systems.1.315.8.3.Technical Standards shall mean the standards set forth in Sect
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP ITEM 2. ACQUISITION OF ASSETS On January 26, 1996 and February 5, 1996, Northland Cable Properties Seven . purchase prices of 3,710,000 and 6,527,530 for the Southland and TCI systems, respectively. Of the total 3,710,000 purchase price, Southland received .
