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<br />Franchise being transferred from the current incumbent cable provider in the City and will be the <br />incumbent cable provider in the City under applicable law as if it were the incumbent cable provider <br />in the City under the Franchise as of September I, 2005 and had at all times been the incumbent <br />cable provider in the City thereunder since that date regardless of the actual date of the Franchise <br />transfer; and <br /> <br />WHEREAS, Cebridge agrees to abide by all the terms, conditions, standards, duties, <br />responsibilities, and obligations of the Grantee under the Franchise upon the closing of the <br />Transaction; and <br /> <br />WHEREAS, Cebridge has indicated its agreement with the following resolution and their <br />intention to accept; and <br /> <br />WHEREAS, the City is willing to consent to the proposed Transfer as detailed in the FCC <br />Form 394, pursuant and subject to the conditions set forth herein; NOW, THEREFORE, <br /> <br />BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, <br />TEXAS: <br /> <br />Section 1. That the findings set out in the preamble to this resolution are hereby in all things <br />approved. <br /> <br />Section 2. That the City, at the request of Grantee and Cebridge, has consented to the <br />Transfer, effective immediately upon the Closing on the Agreement, and subject to: <br /> <br />1. Cebridge's agreement that, upon the closing of the Transaction, it shall be the <br />successor entity to the incumbent cable service provider, the Grantee, pursuant to <br />Texas law, including, without limitation, Chapter 66, Texas Utilities Code, [Sec. <br />66.004 (a) and (c)] as adopted by S.B. 5, 79th Texas Legislature, 2nd Called Session, <br />and as such will be operating under the Franchise being transferred from the current <br />incumbent cable provider in the City and will be the incumbent cable provider in the <br />City under applicable law as if it were the incumbent cable provider in the City under <br />the Franchise as of September 1,2005 and had at all times been the incumbent cable <br />provider in the City thereunder since that date regardless of the actual date of the <br />Franchise transfer. <br /> <br />2. Cebridge's agreement to abide by all the terms, conditions, standards, duties, <br />responsibilities, and obligations of the Grantee under the Franchise, the Paris City <br />Charter, the Paris Code of Ordinances and the Franchise Ordinance, upon the closing <br />of the Transaction. <br /> <br />3. Strict compliance with the conditions set out in the acceptance form attached <br />to this resolution as Exhibit "A". <br />