Common use of Transfer of Ownership or Control Clause in Contracts

Transfer of Ownership or Control. (A) The Cable System and this Agreement shall not be sold, assigned, transferred, leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, consolidation, nor shall title thereto, either legal or equitable, or any right, interest, or property therein pass to or vest in any Person or entity, without the prior written consent of the Grantor, which consent shall not be unreasonably withheld. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) The Grantor shall render a final written decision on the request within one- hundred twenty (120) days of the request, provided it has received all requested information. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (E) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx and the transferee. (F) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this Franchise. (H) Notwithstanding anything to the contrary in this Section, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all provisions of the Agreement. No consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee in the Franchise or Cable System in order to secure indebtedness.

Transfer of Ownership or Control. (A) The Cable System and this Agreement shall not be sold, assigned, transferred, leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, consolidation, nor shall title thereto, either legal or equitable, or any right, interest, or property therein pass to or vest in any Person or entity, without the prior written consent of the Grantor, which consent shall not be unreasonably withheld. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise Agreement subject to cancellation unless and until the Grantor shall have consented thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) The Grantor shall render a final written decision on the request within one- one hundred twenty (120) days of the request, provided it has received all requested information. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (E) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee. (F) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseAgreement. (H) Notwithstanding anything to the contrary in this Section, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all provisions of the Agreement. No consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee in the Franchise or Cable System in order to secure indebtedness.indebtedness.‌

Transfer of Ownership or Control. ‌ (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the GrantorTown, which consent shall not be unreasonably withheldby the Town Council, acting by ordinance or resolution. (B) The Grantee shall promptly notify the Grantor Town of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "“control" ” as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor Town shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor Town for its approval of a sale or transfer and furnish all information required by law and the GrantorTown. (D) In seeking the Town’s consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Town may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor Town shall render a final written decision act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. The Town and the Grantee may by mutual agreement, at any time, extend the one hundred twenty (120) day period. Subject to the foregoing, if the Grantor Town fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor Town agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the GrantorTown, Grantee shall file with the Grantor Town a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor Town may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor Town in so inquiring. The Grantor Town may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor Town shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor Town and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the Town; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. ‌ (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the Grantor, which consent shall be by the City Council, acting by ordinance or resolution and which shall not be unreasonably withheld. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) In seeking the Grantor's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Grantor may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor shall render a final written decision act by ordinance or resolution on the request within one- one hundred twenty (120) days of the request, provided it has received all requested information. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to applicable law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to applicable law, and will not be required to file an additional written acceptance. By agreeing to any transfer of ownership, Grantor does not waive any rights in this Franchise. (FG) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, technical and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement Franchise by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this Franchise. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the Grantor; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the GrantorCity, which consent shall not be unreasonably withheldby the City Council/Commission, acting by ordinance/resolution. (B) The Grantee shall promptly notify the Grantor City of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor City shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor City for its approval of a sale or transfer and furnish all information required by law and the GrantorCity. (D) In seeking the City's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the City may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor City shall render a final written decision act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if the Grantor City fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor City agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the GrantorCity, Grantee shall file with the Grantor City a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor City in so inquiring. The Grantor City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor City shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor City and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the City; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the GrantorCity, which consent shall not be unreasonably withheldby the City Council/Commission, acting by ordinance/resolution. (B) The Grantee shall promptly notify the Grantor City of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor City shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor City for its approval of a sale or transfer and furnish all information required by law and the GrantorCity. (D) In seeking the City's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the City may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor City shall render a final written decision act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if the Grantor City fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor City agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the GrantorCity, Grantee shall file with the Grantor City a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor City in so inquiring. The Grantor City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor City shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor City and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the City; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, or property therein pass to or vest in any Person or entity, entity without the prior written consent of the Grantor, which consent shall not be unreasonably withheldby the Grantor Council, acting by ordinance. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer transfer, or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the GrantorApplicable Law. (D) In seeking the Grantor's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State, or local law or regulations, or is currently under an indictment, investigation, or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data, including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Grantor may reasonably require; and (5) Has the financial, legal, and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor shall render a final written decision act by ordinance or resolution on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreementagreement, lease lease, or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical technical, and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor shall not be required for any sale, assignment assignment, or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by by, or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the Grantor; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A1) The Cable System and this Agreement A Franchise shall not be sold, assigned, assigned or transferred, leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, consolidation, leased or sublet in any manner nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, person without the prior written consent of the GrantorCity. The grantee may, which consent however, transfer or assign the Franchise to a wholly owned subsidiary of the grantee and such subsidiary may trans- fer or assign the Franchise back to the grantee without such consent, providing that such assign- ment is without any release of liability of the grantee. Any proposed assignee shall show legal, technical and financial responsibility as determined by the City and shall agree to comply with all provisions of the Franchise. The City shall have 120 days to act upon any request for approval of a sale or transfer submitted in writing that contains or is accompanied by all such information as is required in accordance with FCC regulations and by the City. The City shall be deemed to have consented to a proposed transfer or assignment if its refusal to consent, including the rea- sons therefor, is not communicated in writing to the grantee within 120 days following receipt of written notice together with all necessary information as to the effect of the proposed transfer or assignment upon the public unless the requesting party and the City agree to an extension of time. The City shall not be unreasonably withheldwithhold consent to a proposed transfer. (B2) The Grantee shall promptly notify the Grantor City of any actual or proposed change in, in or transfer of, of or acquisition by any other party of control of the Granteegrantee. The word "“control" ” as used herein is not limited to majority stockholders major stockholders, but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on upon the acquisition or accumulation by any Person person or group of Persons persons of fifty-one percent (51%) 40% of the voting shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporationgrantee. Every change, transfer or acquisition of control of the Grantee grantee shall make this the Franchise subject to cancellation unless and until the Grantor City shall have consented thereto. (C) The parties , which consent shall not be unreasonably withheld. For the purpose of determining whether it shall consent to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) The Grantor shall render a final written decision on the request within one- hundred twenty (120) days of the requestsuch change, provided it has received all requested information. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (E) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy acquisition of the deed, Agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx and the transferee. (F) In reviewing a request for sale or transfer, the Grantor City may inquire into the legal, technical technical, financial and financial other qualifications of the prospective controlling party or transfereeparty, and Grantee the grantee shall assist the Grantor City in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement by Granteeinquiry. (G3) The consent or approval of the Grantor City to any transfer by of the Grantee grantee shall not constitute con- stitute a waiver or release of any the rights of the GrantorCity in and to the streets, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this the Franchise. (H4) Notwithstanding anything to In the contrary in this Sectionabsence of extraordinary circumstances, the prior approval of the Grantor City shall not be required for to approve any sale, transfer or assignment or of a new Franchise prior to substantial completion of con- struction of the proposed system. (5) In no event shall a transfer of ownership or control be approved without the Agreement or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree suc- cessors in interest agreeing in writing to comply with all provisions abide by the terms and conditions of the Agreement. No consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee in the Franchise or Cable System in order to secure indebtednessagreement.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the GrantorTown, which consent shall not be unreasonably withheldby the Town Council, acting by ordinance or resolution. (B) The Grantee shall promptly notify the Grantor Town of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "“control" ” as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor Town shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor Town for its approval of a sale or transfer and furnish all information required by law and the GrantorTown. (D) In seeking the Town’s consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Town may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor Town shall render a final written decision act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. The Town and the Grantee may by mutual agreement, at any time, extend the one hundred twenty (120) day period. Subject to the foregoing, if the Grantor Town fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor Town agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the GrantorTown, Grantee shall file with the Grantor Town a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor Town may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor Town in so inquiring. The Grantor Town may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor Town shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor Town and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the Town; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the Grantor, which consent shall not be unreasonably withheldby the Grantor’s Council, acting by ordinance or resolution. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) In seeking the Grantor's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Grantor may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor shall render a final written decision act by ordinance or resolution on the request within one- one hundred twenty (120) days of the request, provided it has received all requested information. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to applicable law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to applicable law, and will not be required to file an additional written acceptance. By agreeing to any transfer of ownership, Grantor does not waive any rights in this Franchise. (FG) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, technical and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement Franchise by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this Franchise. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of the Grantor; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the Grantor, which consent shall not be unreasonably withheldby the City Council, acting by ordinance/resolution. (B) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (D) The In seeking Grantor's consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that Grantor may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) Grantor shall render a final written decision act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received all requested informationinformation required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if the Grantor fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor agree to an extension of time. (EF) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreementagreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be required to file an additional written acceptance. (FG) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance in accordance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this FranchiseApplicable Law. (H) Notwithstanding anything to the contrary in this Sectionsubsection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement Franchise or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all of the provisions of the AgreementFranchise. No consent shall be required for a transfer in trustFurther, by mortgage, by other hypothecation, by assignment Grantee may pledge the assets of any rights, title, interest of Grantee in the Franchise or Cable System in order for the purpose of financing without the consent of Grantor; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to secure indebtednessmeet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Agreement Franchise shall not be sold, assigned, transferred, leased, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger, merger or consolidation, ; nor shall title thereto, either legal or equitable, or any right, interest, interest or property therein pass to or vest in any Person or entity, entity without the prior written consent of the GrantorCity, which consent shall not be unreasonably withheld, delayed or conditioned. be by the City Council/Commission, acting by ordinance/resolution. (B) The Grantee shall promptly notify the Grantor City of any actual or proposed sale, change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stockholders stock ownershipstockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons of fifty-one percent (51%) of the shares or the general partnership interest in the Grantee. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer or change in control to an entity directly or indirectly owned or controlled by Comcast Corporation. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Grantor City shall have consented in writing thereto. Such consent shall not be deemed to waive any rights of the City to subsequently enforce noncompliance issues relating to this Franchise. Consent shall not be required for any transfer to an Affiliate of Grantee. (C) The parties to the sale sale, or transfer or change in control of the Cable System or the Grantee shall make a written request to the Grantor City for its approval of a sale or transfer or change in control and furnish all information required by law law, and the Grantorin accordance with this Franchisethe City. (D) In seeking the City's consent to any change in ownership or control, the proposed transferee or new controlling Person or entity shall indicate whether, as applicable, it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against itthe proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a Cable Systemcable system or the provision of Cable Servicesa broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee or new controlling entity, along with any other data that the City may reasonably require related to the proposed transferee’s financial status in accordance with applicable law; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Grantor proposed transferee or new controlling Person or entity shall render additionally provide complete information, in a final written decision format acceptable to the City, regarding any potential impact of the transaction on Subscriber rates and service, as well as any other documentation reasonably related to the proposed transaction which, in the reasonable discretion of the City are necessary to understand the proposed transaction. (F) The City shall act by ordinance on the request within one- one hundred twenty (120) days of the request, provided it has received a complete application with all requested informationinformation required by FCC Form 394 and this Franchise and/or by Applicable Law. The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if the Grantor City fails to render a final decision on the request within one- one hundred twenty (120) days, such request shall be deemed granted unless the requesting party has failed to provide required documentation regarding the transferee’s qualifications or the requesting party and the Grantor City agree to an extension of time. (E) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, Agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Xxxxxxx and the transferee. (F) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Agreement by Grantee. (G) The consent or approval of the Grantor to any transfer by the Grantee shall not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this Franchise. (H) Notwithstanding anything to the contrary in this Section, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement or Cable System for cable television system usage to an entity controlling, controlled by or under the same common control as Grantee provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all provisions of the Agreement. No consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee in the Franchise or Cable System in order to secure indebtedness.