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SecUring all necessary federal, state, and local government waivers, authorizations, <br />or gpprovals relating to US WEST's acquisition and operation of the system to the <br />extent provided by law; and <br /> <br />Reimbursement of all reasonable fees incurred in the Authority's review of the <br />proposed transactions; and <br /> <br />The!successful closing of the Transaction described in the Continental/US WEST <br />Agreement on or before March 31, 1997 unless such time period is extended by <br />ResOlution of the Quad Cities Cable Communications Commission. In the event <br />closing does not occur prior to this date, the Authority's consent to transfer shall <br />be deemed to be withheld. <br /> <br /> BE IT RESDLVED FURTHER, that nothing herein shall be construed or interpreted to <br />constitute any approval or disapproval of or consent or non-consent to US WEST's Petition for <br />Special Relief currently pending before the FCC, or any other federal, state, or local government <br />waivers, authorizations or approvals, other than that transaction delineated above. <br /> <br /> BE IT RESOLVED FURTHER, that US WEST may, at any time and from t~e :to time, <br />assign or grant or Otherwise convey one or more liens or security interests in its assets, including <br />its rights, obligatigns and benefits in and to the Franchise (the "Collateral") to any lender <br />providing financing, to US WEST ("Secured Party"), from time to time. Secured Party shall have <br />no duty to preserve:the confidentiality of the information provided in the Franchise with respect <br />to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made pursuant to the <br />order of any governmental authority, (c) consented to by the Authority or (d) any of such <br />information which iwas, prior to the date of such disclosure, disclosed by the Authority to any <br />third party and such party is not subject to any confidentiality or similar disclosure restriction with <br />respect to such information subject, however, to each of the terms and conditions of the Franchise. <br /> <br />ADOPTED !by this __ day of ,1996. <br /> <br />City of Ramsey <br /> <br />Attest: <br /> <br />Mayor <br /> <br />Clerk-Treasurer <br /> <br /> The undersigned, being the duly appointed, qualified and acting Clerk of the City of <br />Ramsey, Minnesota hereby certify that the foregoing Resolution No. __ is a true, correct and <br />accurate copy of Rresolution No. __ duly and lawfully passed and adopted by the City of <br />Ramsey on the __ day of , 1996. <br /> <br />Clerk <br /> <br /> <br />