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. 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.
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 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.
Retained Franchises. 36 9.07 Noncompetition.................................................................................39
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.
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. 49 9.07 Noncompetition................................................................................55 9.08 Billing System Transition.....................................................................55 9.09 Use of Names and Logos........................................................................55
Retained Franchises. Section 10. Survival of Representations, Warranties, Covenants and Other Agreements; Indemnification.
