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d. City shall have such time as is permitted by federal law in which to review <br />a transfer request. <br />e. The Grantee shall reimburse City for all the legal, administrative, and <br />consulting costs and fees associated with the City's review of any request to transfer. <br />Nothing herein shall prevent Grantee from negotiating partial or complete payment of <br />such costs and fees by the transferee. Grantee may not itemize any such reimbursement <br />on Subscriber bills, but may recover such expenses in its subscriber rates. <br />f. In no event shall a sale, transfer, corporate change, or assignment of <br />ownership or control pursuant to subparagraph (a) or (b) of this Section be approved <br />without the transferee becoming a signatory to this Franchise and assuming all rights and <br />obligations thereunder, and assuming all other rights and obligations of the transferor to <br />the City including, but not limited to, any adequate guarantees or other security <br />instruments provided by the transferor. <br />g. In the event of any proposed sale, transfer, corporate change, or <br />assignment pursuant to subparagraph (a) or (b) of this Section, City shall have the right <br />to purchase the System for the value of the consideration proposed in such transaction. <br />City's right to purchase shall arise upon City's receipt of notice of the material terms of <br />an offer or proposal for sale, transfer, corporate change, or assignment, which Grantee <br />has accepted. Notice of such offer or proposal must be conveyed to City in writing and <br />separate from any general announcement of the transaction. <br />h. City shall be deemed to have waived its right to purchase the System <br />pursuant to this Section only in the following circumstances: <br />i. If City does not indicate to Grantee in writing, within sixty (60) days of <br />receipt of written notice of a proposed sale, transfer, corporate change, or <br />assignment as contemplated in Section 10.5 (g) above, its intention to <br />exercise its right of purchase; or <br />ii. It approves the assignment or sale of the Franchise as provided within this <br />Section. <br />i. No Franchise may be transferred if City determines Grantee is in <br />noncompliance of the Franchise unless an acceptable compliance program has been <br />approved by City. The approval of any transfer of ownership pursuant to this Section <br />shall not be deemed to waive any rights of City to subsequently enforce noncompliance <br />issues relating to this Franchise even if such issues predated the approval, whether known <br />or unknown to City. <br />30 <br />