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8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />211 <br />I <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />interest in the Franchise and System Assets to TCI -CA as permitted <br />by the Franchise Agreement, subject to the conditions set forth <br />herein. <br />NOW, THEREFORE, BE IT RESOLVED, that the City hereby consents <br />to the assignment by Seller of its right, title and interest in the <br />Franchise and System Assets to TCI -CA and assumption by TCI -CA of <br />Seller's obligations under the Franchise which accrue from and <br />after the Closing Date, subject to state and federal law. <br />RESOLVED FURTHER, that the City hereby confirms that: (a) the <br />Franchise was properly granted; (b) the Franchise is in full force <br />and effect; (c) the Franchise is scheduled to expire on March 3, <br />1995; and (d) to the City's knowledge there exists no fact or <br />circumstance which constitutes or which, with the passage of time <br />or giving of notice or both, would constitute a default under the <br />Franchise or will entitle the City to cancel or terminate the right <br />thereunder, except upon the expiration of the full term thereof. <br />RESOLVED FURTHER, that these Resolutions shall be deemed <br />effective as of the Closing Date. <br />RESOLVED FURTHER, that authorization of the assignment of the <br />Franchise and System Assets to TCI -CA is expressly conditioned upon <br />the Consummation of the sale of the Franchise and System Assets to <br />