Franchise Consents. 6.03(a) GAAP............................................................ 5.08
Franchise Consents. If by the date that is 210 days after the date of this Agreement (i) the aggregate number of TCI EBSs located in areas that are served without a franchise or that are served pursuant to TCI System Franchises that either do not require consent or as to which Required Consents have been obtained is at least 95% of the number of EBSs for all TCI Systems (it being agreed that 95% for this purpose is 153,288 EBSs); (ii) the aggregate number of Insight EBSs (including EBSs that relate to the Exchange Systems) located in areas that are served without a franchise or that are served pursuant to Insight System Franchises (or system franchises that relate to the Exchange Systems ("Exchange Franchises")) that either do not require consent or as to which all required consents have been obtained is at least 95% of the number of EBSs for all Insight Systems and Exchange Systems (it being agreed that 95% for this purpose is 150,742 EBSs); (iii) all conditions precedent to the obligations of the parties have been satisfied or waived by the applicable parties (other than any condition that all Required Consents for System Franchises or Exchange Franchises have been obtained and any conditions precedent that are to be satisfied at Closing by delivery of documents), and (iv) the System Franchises or Exchange Franchises for which consents have not then been obtained do not, and applicable Legal Requirements do not, in the reasonable judgment of the party transferring such System Franchises or Exchange Franchises (the transferring party being TCI for this purpose), prohibit the actions contemplated by this Section 7.24, then the following shall occur:
Franchise Consents. The obligations of Buyer and Seller to consummate ------------------ the transactions contemplated by this Agreement are conditional upon the approval by the City of Roseville and the County of Placer to the transfer to Buyer of the respective Franchise granted by such governmental entity to Buyer. As soon as possible, but in no event later than Thirty (30) days from the date hereof, the parties shall prepare and file all necessary applications with each of the governmental entities that is a party to a Franchise and whose consent is required to consummate the transactions herein contemplated. Each of the parties shall bear its own legal fees and other costs incurred in the filing and prosecution of applications to such governmental entity.
Franchise Consents. To the extent any Franchise(s) individually or ------------------ collectively representing more than 5% of total Subscribers of the Company and its Subsidiaries require notice to, or the consent of, a Governmental Authority in connection with the purchase by Acquiror of the Put Shares, the consent of each such Governmental Authority shall have been obtained by the Company.
Franchise Consents. 36 9.2 Xxxx-Xxxxx-Xxxxxx Act...................................... 36 9.3
Franchise Consents. The Buyer shall have received evidence that all of the necessary Consents relating to the TV and Internet Systems' franchises have been obtained or given (or deemed to have been given in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537)) and are in full force and effect. This Consummation condition shall be deemed satisfied when (i) the number of Equivalent Subscribers in franchising areas where the consent of the franchising authority is not required to transfer the applicable franchise plus (ii) the number of Equivalent Subscribers in franchising areas where the local franchising authorities have consented to the transfer of the applicable franchises equals or is greater than 97% of the number of Equivalent Subscribers served by the Systems.
Franchise Consents. The Company Warrantors shall procure that each WFOE shall, as soon as practicable after the date hereof and prior to the six (6) month anniversary of the Closing Date, have obtained all Consents required by Applicable Law for conducting franchise business, including without limitation approval from MOFCOM and registration with SAIC. 8.
Franchise Consents. Upon request of Requisite Lenders, Company shall use its reasonable best efforts, to obtain consents of the other parties to the Franchises set forth on Schedule 5.11 annexed hereto to the assignment and pledge of such Franchises to Lenders pursuant to the Collateral Documents; provided that Company shall not be required to seek the consent of the other parties to a Franchise if in Company's reasonable judgment such action would impair Company's ability to conduct business with such other party or Company's relationship with such other party.
Franchise Consents. Any application to any governmental ------------------ authority for any authorization, consent, order, or approval necessary for the transfer of control of any Franchise shall be mutually acceptable to Chronicle and Acquiror. Without limiting the obligations of Chronicle and Acquiror under Section 7.8(a), each of Chronicle and Acquiror agrees, upon reasonable prior notice, to make appropriate representatives available for attendance at meetings and hearings before applicable governmental authorities in connection with the transfer of control of any Franchise.
