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3 <br />3. That the comm: ssi or. Is recommendation and acceptance <br />thereof by the Member Cities stall be null, void and <br />of no effect should Group W on or before May 7, 1986, <br />fail to provide indemnity to the Commission and Cities, <br />in the form as set forth in Exhibit 4 attached hereto, <br />with such modifications as may be approved by the <br />Commission's counsel, against any claims alleging or <br />arguing that the recommendaticn or approval of the stock <br />transfer transaction is also as, approval, either express <br />or implied, as to any subsequent transfer of ownership <br />or control of the Cable Communications Franchise <br />Ordinances or the System to Worth Central Cable <br />Communications, L.P., or to any other entity or <br />individual. <br />' 4. That this approval is specifically conditioned upon <br />payment in full prior to an actual closing of the stock <br />transfe• transaction in June, 1986, of all expenses <br />incurred by the Commission related to the Request for <br />Approval of Transfer dated February 4, 1986, including <br />those related expenses incurred prior to receipt thereof, <br />but incurred in preparation for the recaiot of the <br />Request for Approval. <br />The above listed resolution was moved by commission <br />Director weyandt and duly seconded <br />by Com,nission Director Foley <br />The following Commission Directors voted in the <br />affirmative: <br />-9- <br />