Retained Franchises. In the event that the Borrower receives any payment ------------------- in respect of Retained Franchises pursuant to Section 9.06 of the Cablevision Acquisition Agreement, the Revolving Credit Commitments shall be subject to automatic reduction in an amount equal to such payment and, to the extent that, after giving effect to such reduction, the aggregate principal amount of Revolving Credit Loans, together with the aggregate amount of all Credit Agreement ----------------
Retained Franchises. In the event that the Closing occurs without the receipt of all consents and approvals to transfer all franchises included in the CATV Business, such franchises for which consent or approval is required and has not been obtained shall, subject to applicable Law, be transferred by the Transferor to an affiliate of Holdings prior to the Closing or otherwise excluded from the Transferor prior to Closing, and shall be treated as Excluded Assets (each such franchise, a “Retained Franchise”). The parties hereto covenant and agree to act in good faith to obtain the approval or consent of any Governmental Authorities that have not consented to the transfer of any Retained Franchise.
Retained Franchises. After satisfaction or waiver of the conditions precedent to Buyer's obligation to close as set forth in Section 7.01, those CATV Franchises (and all assets related thereto) with respect to which consent to transfer has not been obtained by the Closing Date (the "Retained Franchises") shall be retained by the Seller and subsequently transferred to the Buyer in accordance with the terms hereof.
(a) At the Closing, Seller shall sell and assign to Buyer, and Buyer shall purchase and acquire from Seller, all Acquired Assets, except only for the Retained Franchises and all of the other Acquired Assets which are used exclusively in the operation of the Franchise Areas services pursuant to such Retained Franchises (the "Retained Assets"). From and after the Closing, Seller shall retain the Retained Franchises and the Retained Assets, and, subject to the terms and conditions in this Section 9.06, Seller shall sell and assign to Buyer, and the Buyer shall purchase and acquire from Seller, the Retained Franchises and the Retained Assets in accordance with the terms of this Section 9.
Retained Franchises. In the event that less than 100% of the consents necessary to transfer the Systems are obtained but the condition set forth in Section 5.2(a)(iii) has either been satisfied or waived, then GMI and the Buyer shall cooperate with each other and use their respective reasonable best efforts to restructure the ownership, control and management of the assets of each System for which consents have not been obtained (each, a "RETAINED FRANCHISE") from and after the Closing Date in such a manner that, to the extent feasible, prevents any violation of the terms of any Franchise Agreements relating to the Retained Franchises that would have a material adverse effect on the Buyer and its affiliates, taken as a whole, or on GMI and its Subsidiaries, taken as a whole, yet preserves the intent of the parties as set forth in this Agreement regarding their respective economic positions, to the extent practicable, had 100% of the consents been obtained. Notwithstanding the foregoing, GMI and the Buyer shall continue to use their reasonable best efforts to obtain consents for the transfer to the Buyer of any Retained Franchise.
Retained Franchises. If there are any "Retained Franchises" as defined in the St. Louis Agreement and the Florida Agreement which are part of the AT&T Matching Assets or the Florida Assets, after either the First St. Louis Closing or the Second St. Louis Closing then the Parties will work together in good faith to identify and hold back corresponding assets so as to fully utilize the benefits of Section 1031 of the Code consistent with Section 6.5.4 of the St. Louis Agreement and the Section 6.5.4
Retained Franchises. After satisfaction or waiver of the ------------------- conditions precedent to the obligation of Seller and Buyer to consummate the Closing as set forth in Articles IX and X, the Retained Franchises and all assets related thereto shall be retained by Seller and subsequently transferred to Buyer or otherwise disposed of in accordance with the terms hereof.
(a) Concurrent with the Closing, Seller and Buyer shall enter into a management agreement with respect to each of the Retained Franchises in form and substance of reasonably agreed upon by Buyer and Seller (the "Management Agreement").
(b) Seller and Buyer shall continue to cooperate in attempting to secure renewal or extension of, or Consent to the transfer of, as the case may be, each Retained Franchise.
(c) The Retained Franchises shall be managed in accordance with the Management Agreement and the Retained Franchise Price shall be released to Buyer or Seller, as the case may be, in accordance with the terms of the Retained Franchise Price Escrow Agreement.
Retained Franchises. 49 9.07 Noncompetition................................................................................55 9.08 Billing System Transition.....................................................................55 9.09 Use of Names and Logos........................................................................55
Retained Franchises. 34 9.06 Covenant Not to Compete ......................... 35
Retained Franchises. After satisfaction or waiver of the conditions precedent to Buyer's obligation to close as set forth in Section 7.01, those franchises (and all assets related thereto) with respect to which consent to transfer has not been obtained by the Closing Date (the "Retained Franchises") shall be retained by the Seller and subsequently transferred to the Buyer in accordance with the terms hereof.
(a) The Purchase Price payable at Closing shall be reduced by an amount for each Retained Franchise determined as follows: the product of One Thousand Five Hundred Sixteen Dollars ($1,516.00) and the number of Basic Subscribers in such Retained Franchise at Closing (the "Retained Franchise Price"). The Retained Franchise Price or, at Buyer's option, an irrevocable letter of credit in an amount equal to the Retained Franchise Price, shall be deposited or delivered by Buyer into an escrow account. Concurrent with the Closing hereunder, the parties shall adopt a form of escrow agreement with respect to the Retained Franchises.
(b) Concurrent with the Closing hereunder, the Seller and the Buyer shall adopt a form of management agreement with respect to each of the Retained Franchises.
(c) Seller and Buyer shall continue to cooperate in attempting to secure approval of the transfer of each Retained Franchise in accordance with the provisions of Section 5.03 hereof and where a renewal application is pending at Closing, renewals of the Retained Franchise. When such approval is obtained, there shall be delivered to Seller from the escrow the Retained Franchise Price and any income thereon and the Seller shall deliver to the Buyer a xxxx of sale for the assets related to such Retained Franchise and such other transfer documents as the Buyer may reasonably request.
(d) If such approval is not obtained within two (2) years after Closing, the Buyer and the Seller shall negotiate in good faith so that each party shall obtain the benefits and burdens contemplated under this Agreement.
Retained Franchises. 36 9.07 Noncompetition.................................................................................39
