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4. Reimbursement of all reasonable fees incurred in the Authority's review of the <br />proposed transactions; and <br />5. The successful closing of the transaction described in the Meredith/Continental <br />Agreement. <br />BE IT RESOLVED FURTHER that Continental may, at any time and from time to time, <br />assign or grant or otherwise convey one or more liens or security interests in its assets, including <br />its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender <br />providing financing to Continental ("Secured Party"), from time to time. Secured Party shall <br />have no duty to preserve the confidentiality of the information provided in the Franchise with <br />respect to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made <br />pursuant to the order of any governmental authority, (c) consented to by the Authority of (d) any <br />of such information which was, prior to the date of such disclosure, disclosed by the Authority to <br />any third party and such party is not subject to any confidentiality or similar disclosure restriction <br />with respect to such information subject, however, to each of the terms and conditions of the <br />Franchise. <br />PASSED AND ADOPTED BY THE CITY COUNCIL ��HE CITY OF ARDEN HILLS <br />THIS 9TH DAY OF SEPTEMBER,1996. � //� <br />S PROB'ST, MAYOR <br />ATTEST: <br />BRIAN FRITSINGER, ITY ADMINISTRATOR <br />The undersigned, being the duly appointed, qualified and acting City Administrator/Clerk of the City of Arden <br />Hills, Minnesota hereby certifies that the foregoing Resolution #96-54 is a true, correct and accurate copy of <br />Resolution #96-54 duly and lawfully passed and adopted by the City of Arden Hills on the 9th day of September, <br />1996. <br />BRIAN F TSINGE , CIT ADMINISTRATOR <br />