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<br /> <br /> <br /> <br /> <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 <br /> <br /> to transfer. Nothing herein shall prevent Grantee from negotiating partial <br /> or complete payment of such costs and fees by the transferee. Grantee may <br /> not itemize any such reimbursement on Subscriber bills, but may recover <br /> such expenses in its subscriber rates. <br /> <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 <br /> approved without the transferee becoming a signatory to this Franchise and <br /> assuming all rights and obligations thereunder, and assuming all other <br /> rights and obligations of the transferor to the City including, but not limited <br /> to, any adequate guarantees or other security instruments provided by the <br /> transferor. <br /> <br /> g. In the event of any proposed sale, transfer, corporate change, or assignment <br /> 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 <br /> transaction. City's right to purchase shall arise upon City's receipt of <br /> notice of the material terms of an offer or proposal for sale, transfer, <br /> corporate change, or assignment, which Grantee has accepted. Notice of <br /> such offer or proposal must be conveyed to City in writing and separate <br /> from any general announcement of the transaction. <br /> <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 /> <br /> i. If City does not indicate to Grantee in writing, within sixty (60) <br /> days of receipt of written notice of a proposed sale, transfer, <br /> corporate change, or assignment as contemplated in Section 10.5 (g) <br /> above, its intention to exercise its right of purchase; or <br /> <br /> ii. It approves the assignment or sale of the Franchise as provided <br /> within this Section. <br /> <br /> i. No Franchise may be transferred if City determines Grantee is in <br /> noncompliance of the Franchise unless an acceptable compliance program <br /> has been approved by City. The approval of any transfer of ownership <br /> pursuant to this Section shall not be deemed to waive any rights of City to <br /> subsequently enforce noncompliance issues relating to this Franchise even <br /> if such issues predated the approval, whether known or unknown to City. <br /> <br /> <br /> <br /> <br /> <br /> <br /> 29 <br />