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<br />3. Strict compliance with the conditions set out in the acceptance form attached <br />to this resolution as Exhibit "A". <br /> <br />4. Written Acceptance of the Resolution by Grantee, and Cebridge, as follows: <br /> <br />(a) Within either thirty (30) days after passage of this Resolution by the <br />City Councilor thirty (30) days after the Closing, whichever is later, <br />Cebridge LLC, Cebridge and Grantee shall file their written <br />acceptance of this Resolution with the City Manager. The acceptance <br />shall be in the form attached hereto as Exhibit "A"; <br /> <br />(b) Cebridge and Grantee's acceptances shall be contingent only upon the <br />final Closing of the Agreement. Such acceptance shall be otherwise <br />unqualified and shall be construed to be an acceptance of all the <br />terms, conditions and restrictions contained in this Resolution; <br /> <br />(c) Cebridge or Grantee's failure, refusal or neglect to file such written <br />acceptance within such time shall constitute an abandonment and <br />rejection of the rights and privileges conferred hereby. <br /> <br />5. Subject to the closing of the Transaction and Cebridge's compliance with the <br />provisions contained herein, the City of Paris accepts the transfer of the <br />Franchise to Cebridge. Such acceptance does not preclude further <br />investigation and action by the City of any potential Franchise violations or <br />non-compliance issues, including those occurring prior to the closing of the <br />Transaction. With respect to any violation or non-compliance issues that are <br />not extinguished prior to closing of the Transaction, the City will have all <br />rights following the closing of the Transaction to continue investigation of <br />such matters and to pursue action as determined by the City in connection <br />therewith under the terms set forth in the Franchise. <br /> <br />6. The City releases Grantee, effective upon the Closing Date, from all <br />obligations and liabilities under the Franchise that accrue on and after the <br />Closing Date; and Cebridge shall be responsible for any obligations and <br />liabilities under the Franchise that accrue on and after the Closing Date. <br />Notwithstanding any other provision of this Resolution, Grantee shall <br />continue to be responsible for any obligations and liabilities under the <br />Franchise relating to time periods occurring prior to the closing date of the <br />Transaction. <br /> <br />7. Denial of Consent to Transaction. If for any reason Cebridge or Grantee fails, refuses <br />or neglects to file the written acceptance as provided in Subsections 3 and 4, the City <br />denies Grantee's request for the Transfer and/or consent to the Transaction. <br /> <br />T <br />