Common use of Transfer of Ownership or Control Clause in Contracts

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of Grantor, which consent shall be by the City Council, acting by ordinance/resolution. (B) The Grantee shall promptly notify 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. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to Grantor for its approval of a sale or transfer and furnish all information required by law and Grantor. (D) 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 act by ordinance on the request within one hundred twenty (120) days of the request, provided it has received all information 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 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 and Grantor agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantor, Grantee shall file with 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 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. (G) In reviewing a request for sale or transfer, Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor in so inquiring. Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. ‌ (A) The Cable System and this 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 without the prior written consent of the Grantor, which consent shall be by the City Council, acting by ordinance/resolutionordinance 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. 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 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 act by ordinance or resolution on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested 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 and the Grantor agree to an extension of time. (F) 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 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 Lawapplicable 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 Lawapplicable 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. (G) 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, in accordance 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 Applicable Lawthe terms and conditions of this Franchise by Grantee. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A1) The Cable System and this 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 leased or consolidation; sublet in any manner nor shall title thereto, either legal or equitable, or any right, interest or property therein pass to or vest in any Person or entity person without the prior written consent of Grantorthe City. 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 be show legal, technical and financial responsibility as determined by the City Counciland 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, acting by ordinance/resolutionincluding 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 unreasonably withhold consent to a proposed transfer. (B2) The Grantee shall promptly notify Grantor the 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 upon the acquisition or accumulation by any person or group of persons of 40% of the voting shares of the grantee. Every change, transfer or acquisition of control of the Grantee grantee shall make this the Franchise subject to cancellation unless and until the City shall have consented in writing thereto. (C) The parties to , which consent shall not be unreasonably withheld. For the sale or transfer purpose of determining whether it shall make a written request to Grantor for its approval of a sale or transfer and furnish all information required by law and Grantor. (D) In seeking Grantor's consent to any change in ownership such change, transfer or acquisition of control, the proposed transferee City may inquire into the legal, technical, financial and other qualifications of the prospective controlling party, and the grantee 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 assist the City in 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;inquiry. (3) Has pending The consent or approval of the City to any material legal claimtransfer of the grantee shall not con- stitute a waiver or release of the rights of the City in and to the streets, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solventand any transfer shall, by submitting financial data including financial statements that are audited by a certified public accountant who may also its terms, be an officer of expressly subordinate to the transferee, along with any other data that Grantor may reasonably require; and (5) Has the financial, legal terms and technical capability to enable it to maintain and operate the Cable System for the remaining term conditions of the Franchise. (E4) Grantor In the absence of extraordinary circumstances, the City shall act by ordinance on the request within one hundred twenty (120) days not be required to approve any transfer or assignment of a new Franchise prior to substantial completion of con- struction of the request, provided it has received all information 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 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 and Grantor agree to an extension of timeproposed system. (F5) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantor, Grantee In no event shall file with Grantor a copy of the deed, agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn control be approved without the suc- cessors in interest agreeing in writing to as correct abide by 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. (G) In reviewing a request for sale or transfer, Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor in so inquiring. Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchiseagreement.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of the Grantor, which consent shall be by the City Grantor’s Council, acting by ordinance/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. 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 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 act by ordinance or resolution on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested 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 and the Grantor agree to an extension of time. (F) 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 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 Lawapplicable 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 Lawapplicable 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. (G) 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, in accordance 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 Applicable Lawthe terms and conditions of this Franchise by Grantee. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) 15.2.1. The Cable System and this Franchise agreement 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 or merger, consolidation; , nor shall title theretothe title, 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 Grantorthe City, which consent shall not be unreasonably withheld. Grantee shall reimburse the City for all direct and indirect fees, costs, and expenses reasonably incurred by the City Council, acting by ordinance/resolutionin considering a request to transfer or assign the Cable System or this agreement. (B) 15.2.2. The Grantee shall promptly notify Grantor the 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 this section 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 10% of the shares or the general partnership interest in the Grantee, except that this sentence shall not apply in the case of a transfer to any Person or group already owning at least a 10% interest of the shares or the general partnership interest in the Grantee. Every change, transfer or acquisition of control of the Grantee shall make this Franchise agreement subject to cancellation unless and until the City shall have consented in writing theretoconsented. (C) 15.2.3. The parties to the sale or transfer shall make a written request to Grantor the City for its approval of a sale or transfer and furnish all information required by law and Grantorthe City. (D) In seeking Grantor's consent to any change in ownership or control, the proposed transferee 15.2.4. The City 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 render 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 act by ordinance final written decision on the request within one hundred twenty (120) 120 days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested information. Subject to the foregoing, if Grantor the City fails to render a final decision on the request within one hundred twenty (120) 120 days, such request shall be deemed granted unless the requesting party and Grantor the City agree to an extension of time. (F) 15.2.5. Within thirty (30) 30 days of any transfer or sale, if approved or deemed granted by Grantorthe City, Grantee shall file with Grantor the City 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 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. (G) 15.2.6. In reviewing a request for sale or transfer, Grantor the City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor the City in so inquiring. Grantor The City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance 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 Applicable Lawthe terms and conditions of this agreement by Grantee. (H) 15.2.7. The consent or approval of the City to any transfer by the Grantee shall not constitute a waiver or release of any rights of the City, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this agreement. 15.2.8. Notwithstanding anything to the contrary in this subsectionsection, the prior approval of Grantor the City shall not be required for any sale, assignment or transfer of the Franchise 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 Grantor the City and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchiseagreement.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of Grantorthe City, which consent shall be by the City Council/Commission, acting by ordinance/resolution. (B) The Grantee shall promptly notify Grantor the 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. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the City shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to Grantor the City for its approval of a sale or transfer and furnish all information required by law and Grantorthe City. (D) In seeking Grantorthe 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 Grantor 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) Grantor The City shall act by ordinance on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if Grantor the City 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 and Grantor the City agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantorthe City, Grantee shall file with Grantor the City 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 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. (G) In reviewing a request for sale or transfer, Grantor the City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor City in so inquiring. Grantor The City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor the City shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor the City and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of Grantorthe City; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of Grantorthe Town, which consent shall be by the City Town Council, acting by ordinance/ordinance or resolution. (B) The Grantee shall promptly notify Grantor the 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. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the Town shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to Grantor the Town for its approval of a sale or transfer and furnish all information required by law and Grantorthe Town. (D) In seeking Grantor's 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 Grantor 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) Grantor The Town shall act by ordinance on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor The Town and the Grantee may by mutual agreement, at any time, extend the 120 one hundred twenty (120) day period. Subject to the foregoing, if Grantor the Town 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 and Grantor the Town agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantorthe Town, Grantee shall file with Grantor the Town 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 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. (G) In reviewing a request for sale or transfer, Grantor the Town may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor the Town in so inquiring. Grantor The Town may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor the Town shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor the Town and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of Grantorthe Town; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) 15.2.1. The Cable System and this Franchise agreement 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 or merger, consolidation; , nor shall title theretothe title, 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 Grantorthe City, which consent shall not be unreasonably withheld. Grantee shall reimburse the city for all direct and indirect fees, costs, and expenses reasonably incurred by the City Council, acting by ordinance/resolutioncity in considering a request to transfer or assign the Cable System or this agreement. (B) 15.2.2. The Grantee shall promptly notify Grantor the 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 this section 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 10% of the shares or the general partnership interest in the Grantee, except that this sentence shall not apply in the case of a transfer to any Person or group already owning at least a 10% interest of the shares or the general partnership interest in the Grantee. Every change, transfer or acquisition of control of the Grantee shall make this Franchise agreement subject to cancellation unless and until the City shall have consented in writing theretoconsented. (C) 15.2.3. The parties to the sale or transfer shall make a written request to Grantor the City for its approval of a sale or transfer and furnish all information required by law and Grantorthe City. (D) In seeking Grantor's consent to any change in ownership or control, the proposed transferee 15.2.4. The City 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 render 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 act by ordinance final written decision on the request within one hundred twenty (120) 120 days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested information. Subject to the foregoing, if Grantor the City fails to render a final decision on the request within one hundred twenty (120) 120 days, such request shall be deemed granted unless the requesting party and Grantor the City agree to an extension of time. (F) 15.2.5. Within thirty (30) 30 days of any transfer or sale, if approved or deemed granted by Grantorthe City, Grantee shall file with Grantor the City 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 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. (G) 15.2.6. In reviewing a request for sale or transfer, Grantor the City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor the City in so inquiring. Grantor The City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance 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 Applicable Lawthe terms and conditions of this agreement by Grantee. (H) 15.2.7. The consent or approval of the City to any transfer by the Grantee shall not constitute a waiver or release of any rights of the City, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of this agreement. 15.2.8. Notwithstanding anything to the contrary in this subsectionsection, the prior approval of Grantor the City shall not be required for any sale, assignment or transfer of the Franchise 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 Grantor the City and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchiseagreement.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of Grantorthe City, 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 Grantor the 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. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the 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 Grantor the City for its approval of a sale or transfer or change in control and furnish all information required by law law, and Grantorin accordance with this Franchisethe City. (D) In seeking Grantorthe City's consent to any change in ownership or control, the proposed transferee or new controlling Person or entity shall indicate whether 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 the 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 Cable Systemcable system or a 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 transfereetransferee or new controlling entity, along with any other data that Grantor the City may reasonably requirerequire 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) Grantor The proposed transferee or new controlling Person or entity shall additionally provide complete information, in a 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 hundred twenty (120) days of the request, provided it has received a complete application with all information required by FCC Form 394 and this Franchise and/or by Applicable Law. Grantor The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if Grantor the City 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 and Grantor the City agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantor, Grantee shall file with 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 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. (G) In reviewing a request for sale or transfer, Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor in so inquiring. Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of the Grantor, which consent shall be by the City Grantor 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. 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 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 State, or local law or regulations, or is currently under an indictment, investigation 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 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 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 act by ordinance or resolution on the request within one hundred twenty (120) days of the request, provided it has received all information 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 hundred twenty (120) days, such request shall be deemed granted unless the requesting party and the Grantor agree to an extension of time. (F) 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 lease, or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by 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. (G) 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, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of the Grantor shall not be required for any sale, assignment assignment, or transfer of the Franchise or Cable System to an entity controlling, controlled by 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 of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System 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 meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Franchise Agreement 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 or merger, 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 by the City Council, acting by ordinance/resolutionunreasonably 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 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) The Grantor shall act by ordinance render a final written decision on the request within one one- hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested 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. (FE) 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 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. (GF) 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, in accordance 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 Applicable Lawthe 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 subsectionSection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Franchise 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 of the provisions of the FranchiseAgreement. FurtherNo consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee may pledge in the assets of the Franchise or Cable System 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 in order to meet all of its obligations under the provisions of this Franchisesecure indebtedness.

Transfer of Ownership or Control. (A) The Cable System and this 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 without the prior written consent of Grantorthe City, which consent shall be by the City Council/Commission, acting by ordinance/resolution. (B) The Grantee shall promptly notify Grantor the 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. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the City shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to Grantor the City for its approval of a sale or transfer and furnish all information required by law and Grantorthe City. (D) In seeking Grantorthe 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 Grantor 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) Grantor The City shall act by ordinance on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor The City and the Grantee may by mutual agreement, at any time, extend the 120 day period. Subject to the foregoing, if Grantor the City 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 and Grantor the City agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by Grantorthe City, Grantee shall file with Grantor the City 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 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. (G) In reviewing a request for sale or transfer, Grantor the City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist Grantor the City in so inquiring. Grantor The City may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (H) Notwithstanding anything to the contrary in this subsection, the prior approval of Grantor the City shall not be required for any sale, assignment or transfer of the Franchise or Cable System 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 Grantor the City and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of Grantorthe City; provided that such pledge of assets shall not impair or mitigate Grantee’s responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise.

Transfer of Ownership or Control. (A) The Cable System and this Franchise Agreement 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 or merger, 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 by the City Council, acting by ordinance/resolutionunreasonably 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. 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 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 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) The Grantor shall act by ordinance render a final written decision on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. Grantor and the Grantee may by mutual agreement, at any time, extend the 120 day periodrequested 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 and the Grantor agree to an extension of time. (FE) 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 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. (GF) 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, in accordance 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 Applicable Lawthe 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 Agreement. (H) Notwithstanding anything to the contrary in this subsectionSection, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Franchise 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 of the provisions of the FranchiseAgreement. FurtherNo consent shall be required for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, interest of Grantee may pledge in the assets of the Franchise or Cable System 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 in order to meet all of its obligations under the provisions of this Franchise.secure indebtedness.‌