2006-035-RES-CABLE FRANCHISE - Laserfiche WebLink

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