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<br />. <br /> <br />. <br /> <br />. <br /> <br />2. <br /> <br />Securing all necessary federal, state, and local government waivers, <br />authorizations, or approvals relating to Bresnan's acquisition and <br />operation of the system to the extent provided by law; and, <br /> <br />3. The successful closing of the Transaction described in the <br />Jones/Bresnan Agreement; and <br /> <br />4. The willingness of Bresnan to acknowledge the current cable franchise; <br />and <br /> <br />5. Non-waiver by City of any unknown yet existing franchise non- <br />compliance issues; and <br /> <br />6. Non-waiver by City of any right to dispute here-to-date unaudited <br />franchise fee payments; and <br /> <br />7. Non-waiver by City of any right to require franchise fee payments <br />lawfully imposed on services delivered by the Grantee via the cable <br />system; and <br /> <br />8. <br /> <br />Reimbursement of all reasonable fees incurred in the Authority's review <br />of the proposed transaction; and <br /> <br />9. Payment of the $15,000.00 reserved equipment grant; and <br /> <br />10. City's acceptance of a plan to provide narrowcasting of all government <br />channels. <br /> <br />BE IT FURTHER RESOLVED, that Bresnan may, from time to time, <br />assign, grant, or otherwise convey one of more liens or security interests in its <br />assets, including its rights, obligations, and benefits in and to the Franchise <br />(the "Collateral") to any lender providing financing to Bresnan ("Secured <br />Party"), from time to time. Secured Party shall have no duty to preserve the <br />confidentiality of the information provided in the Franchise with respect to <br />any disclosure (a) to Secured Party's regulators, auditors, or attorneys, (b) <br />made pursuant to the order of any governmental authority, (c) consented to <br />, the by the Authority or (d) any of such information which was, prior to the <br />date of such disclosure, disclosed by the Authority to any third party and such <br />party is not subject to any confidentiality or similar disclosure restriction with <br />respect to such information subject, however, to each of the terms and <br />conditions of the Franchise. <br />