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available information, and information posted to Con cast Corporation and other websites (the <br />"Data Request Responses"); and <br />WHEREAS, Franchisee and GreatLand have signed a Transfer Agreement, dated for <br />put -poses of identification February 15, 2015, (the "Transfer Agreement") binding on each of <br />them, which sets forth certain agreements, guaranties, warrantied and conditions; <br />WHEREAS, based on that agreement, and in reliance upon the representations made by <br />and on behalf of Comeast of Minnesota, Inc, Comeast, and GreatLand, to the Franchisor, <br />RWSCC recommended, and Franchisor is willing to grant consent to the Proposed Transaction, <br />so long as those representations are complete and accurate and the agreement becomes fully <br />enforceable; and <br />WHEREAS, subject to the foregoing, the Franchisor's approval of the Proposed <br />Transaction is therefore appropriate if the Franchisee will continue to be responsible for all acts <br />and omissions, known and unknown, Linder the Franchise Documents and applicable law for all <br />purposes, including (but not limited to) fi-anchise renewal, and Franchisee has agreed that it will <br />continue to be so responsible. <br />Now, THEREFORE, BE IT RESOLVED BY THE CITY OF LAKE ELMO AS <br />FOLLOWS: <br />Section 1. The Mayor or City Administrator are authorized to sign that certain <br />Transfer Agreement on behalf of Franchisor <br />Section 2. The Franchisor's consent to and approval of the Transfer Application is <br />hereby GRANTED in accordance with the Franchise, subject to the terms and conditions of the <br />Transfer Agreement. <br />Section 3. This Resolution shall not be construed to grant or imply the Franchisor's <br />consent to any other transfer or assignment of the Franchise or any other transaction that may <br />require the Franchiser's consent under the Franchise Ordinances or applicable law. The <br />Franchisor reserves all its rights with regard to any such transactions. <br />Section 4. This Resolution is a final decision on the Transfer Application within the <br />meaning of 47 U.S.C. § 537. <br />Section 5. The transfer of control of the Franchisee and Franchisee from Comeast to <br />GreatLand shall not take effect -until the consummation of the Proposed Transaction. <br />Passed and duly adopted this 24h day of February 2015 by the City Council of the City of Lake <br />Elmo, Minnesota. <br />—4ik;e I'!ea�rson, Mayor��� <br />A Z�n Bell. C v Cler W�arn Bell, City Cler <br />Transfer Agreement 10 <br />