Common use of Franchise Consents Clause in Contracts

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. If by the date that is 210 days after the date of ------------------ this Agreement (i) the aggregate number of TCI AT&T EBSs located in areas that are served without a franchise or that are served pursuant to TCI AT&T 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 AT&T Systems (it being agreed that 95% for this purpose is 153,288 EBSs)as of the last day of the month preceding the month in which Closing occurs; (ii) the aggregate number of Insight EBSs (including EBSs that relate to the Exchange Systems and Sale 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")or the Sale Systems) 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 , Exchange Systems, and Exchange Sale Systems (it being agreed that 95% for this purpose is 150,742 EBSs)as of the last day of the month preceding the month in which Closing occurs; (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)Franchises, prohibit the actions contemplated by this Section 7.24, then the following shall occur:

Franchise Consents. Notwithstanding anything to the contrary in this Section 7.24, the 95% tests provided for herein shall be made separately with respect to each of the exchange transactions contemplated by this Agreement and the other provisions of this Section 7.24 shall be applied separately with respect to each exchange transaction. 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 EBSs43,845 EBSs as to the Midwest/Insight exchange transaction and 16,186 EBSs as to the Indiana/Insight exchange transaction); (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 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 EBSs39,093 EBSs as to the Midwest/Insight exchange transaction and 14,017 EBSs as to the Indiana/Insight exchange transaction); (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)Franchises, prohibit the actions contemplated by this Section 7.24, then the following shall occur:

Franchise Consents. If by the date that is 210 days after the date of this Agreement but subject to the last proviso of Section 9.1 (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 153,288 231,190 EBSs); (ii) the aggregate number of Insight Century 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 Century 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 obtained, but excluding areas served by the Century Exchange Systems and, if the Riverside Agreement is terminated without Century acquiring the Riverside System, excluding areas served by the Riverside System, is at least 95% of the number of EBSs for all Insight Systems and Century Systems, other than the Century Exchange Systems and, if the Riverside Agreement is terminated without Century acquiring the Riverside System, other than the Riverside System (it being agreed that 95% for this purpose is 150,742 EBSs476,212 EBSs if the Riverside Closing has occurred at the time of determination and 458,302 EBSs if the Riverside Agreement is terminated without Century acquiring the Riverside System); (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)Franchises, prohibit the actions contemplated by this Section 7.247.23, then the following shall occur: