Franchise Consents. 6.03(a) GAAP............................................................ 5.08
Franchise Consents. If by the date that is 210 days after the date of ------------------ this Agreement (i) the aggregate number of AT&T EBSs located in areas that are served without a franchise or that are served pursuant to AT&T System Franchises that either do not require consent or as to which Required Consents have been obtained is at least 95% of the number of EBSs for all AT&T Systems as of the last day of the month preceding the month in which Closing occurs; (ii) the aggregate number of Insight EBSs (including EBSs that relate to the Exchange Systems and Sale Systems) located in areas that are served without a franchise or that are served pursuant to Insight System Franchises (or system franchises that relate to the Exchange Systems or the Sale Systems) that either do not require consent or as to which all required consents have been obtained is at least 95% of the number of EBSs for all Insight Systems , Exchange Systems, and Sale Systems as of the last day of the month preceding the month in which Closing occurs; (iii) all conditions precedent to the obligations of the parties have been satisfied or waived by the applicable parties (other than any condition that all Required Consents for System Franchises have been obtained and any conditions precedent that are to be satisfied at Closing by delivery of documents), and (iv) the System Franchises for which consents have not then been obtained do not, and applicable Legal Requirements do not, in the reasonable judgment of the party transferring such System Franchises, prohibit the actions contemplated by this Section 7.24, then the following shall occur:
(a) Closing shall occur with respect to, and Insight and AT&T shall transfer, convey and assign to the Partnership (the "Primary Transfer") all of the AT&T Assets and all of the Insight Contributed Assets other than any System Franchises for which Required Consents have not been obtained (such excepted System Franchises, including any Assets that are located in the franchise area for such franchises or that relate exclusively to such franchises, are referred to herein as the "Retained Franchises").
(b) Following the Closing of the Primary Transfer, the applicable transferor party and the Partnership shall continue to use commercially reasonable efforts to obtain Required Consents for any Retained Franchises as promptly as possible, with the provisions of Section 7.5(a) continuing to be applicable to such Retained Franchises. The Partnership will deliver copies of the ...
Franchise Consents. The obligations of Buyer and Seller to consummate ------------------ the transactions contemplated by this Agreement are conditional upon the approval by the City of Roseville and the County of Placer to the transfer to Buyer of the respective Franchise granted by such governmental entity to Buyer. As soon as possible, but in no event later than Thirty (30) days from the date hereof, the parties shall prepare and file all necessary applications with each of the governmental entities that is a party to a Franchise and whose consent is required to consummate the transactions herein contemplated. Each of the parties shall bear its own legal fees and other costs incurred in the filing and prosecution of applications to such governmental entity.
Franchise Consents. The Buyer shall have received evidence that all of the necessary Consents relating to the TV and Internet Systems' franchises have been obtained or given (or deemed to have been given in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537)) and are in full force and effect. This Consummation condition shall be deemed satisfied when (i) the number of Equivalent Subscribers in franchising areas where the consent of the franchising authority is not required to transfer the applicable franchise plus (ii) the number of Equivalent Subscribers in franchising areas where the local franchising authorities have consented to the transfer of the applicable franchises equals or is greater than 97% of the number of Equivalent Subscribers served by the Systems.
Franchise Consents. 36 9.2 Xxxx-Xxxxx-Xxxxxx Act............................................ 36 9.3
Franchise Consents. To the extent any Franchise(s) individually or ------------------ collectively representing more than 5% of total Subscribers of the Company and its Subsidiaries require notice to, or the consent of, a Governmental Authority in connection with the purchase by Acquiror of the Put Shares, the consent of each such Governmental Authority shall have been obtained by the Company.
Franchise Consents. The Company Warrantors shall procure that each WFOE shall, as soon as practicable after the date hereof and prior to the six (6) month anniversary of the Closing Date, have obtained all Consents required by Applicable Law for conducting franchise business, including without limitation approval from MOFCOM and registration with SAIC. 8.
Franchise Consents. In order to avoid the situation where the entire like-kind exchange of assets contemplated by this Agreement is delayed pending the receipt of a small number of Franchise Required Consents, the parties agree that at such time as (i) the aggregate number of Basic Equivalent Customers covered by Insight Franchises that either do not require consent or as to which Required Consents have been obtained shall equal 90% of the aggregate number of Basic Equivalent Customers for the Insight System indicated in Section 3.2.7 (i.e., 90% of 36,250 or 32,625); (ii) the aggregate number of Basic Equivalent Customers covered by Cox Franchises that either do not require consent or as to which Required Consents have been obtained shall equal 90% of the aggregate number of Basic Equivalent Customers for the Cox System indicated in Section 3.2.6 (i.e., 90% of 38,300 or 34,470); and (iii) all conditions precedent to Closing contained in Article 9 (other than the conditions contained in Sections 9.2.5 and 9.3.5 as they relate to Franchise Required Consents) above have been satisfied or waived, the parties shall discuss in good faith the alternatives available to them, including the possibility of a partial or bifurcated consummation of the transaction contemplated herein.
Franchise Consents. 66 7.25 [Intentionally Deleted.]........................................ 68 7.26 CSG............................................................. 68 7.27 Rebuild of AT&T Systems......................................... 68 7.28 Schedules....................................................... 69
