02-26-1986 Council Agenda - Laserfiche WebLink

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in Exhibit B hereto (the foregoing entities being herein referred to individually as a "Buyer" and collectively as the "Buyers "), and thereby transfer control of Group W Cable to the Buyers; and WHEREAS, Buyers presently intend to cause Group W Cable to transfer control of subsidiary and /or assign the System to North Central Cable Communications, L.P., a Minnesota limited partnership (and a partner of Daniels- Hauser Holdings) (the "transferee ") as soon as practicable after the closing of the foregoing stock sale (the "Closing Date "); and WHEREAS, Grantor has examined Transferee's legal, technical and financial qualifications and found them adequate to own and operate the system; and WHEREAS, Grantor is willing to consent to (i) the foregoing transfer of control of 'Group W Cable to the Buyers on the Closing Date and (ii) the transfer of control of Subsidiary and /or assignment of the System to Transferee after the closing Date; NOW, THEREFORE, in consideration of the premises, Grantor hereby consents to (i)- the sale by Westinghouse of all of the issued and outstanding shares of the capital stock of Group W Cable, Inc. (and the transfer of control of Group W Cable) 'to the Buyers on the Closing Date and (ii) the transfer of control of Subsidiary and /or assignment of the System to the Transferee after the Closing Date, provided that the consent in this clause (ii) shall be subject to the condition that the holder of the Franchise shall (promptly after the date of such transfer and /or assignment) execute and deliver to Grantor its acceptance of, and its agreement and undertaking to perform all of the duties and obligations under, such Franchise; and Grantor confirms that Subsidiary is the current holder of the Franchise. 3 (.