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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 /> £ 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 /> L 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 /> L 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 />