HomeMy WebLinkAboutRes 97-04 Authorizing the Transfer of Cable Television FranchiseTOWN OF WESTLAKE
RESOLUTION 97-4
A RESOLUTION AUTHORIZING THE TRANSFER. OF CABLE TELEVISION
FRANCHISE IN WESTLAKE; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the cable television franchise in the Town of Westlake (the
"Franchise") is currently owned and operated by Harron Cablevision of Texas, Inc. (the
"Franchisee"); and
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
March 4, 1997 (the "Purchase Agreement") between Marcus Cable Associates, L. P., a
Delaware limited partnership ("Buyer"), Harron Cablevision of Texas, Inc., a Delaware
corporation ("Seller") and Harron Communications Corp., a New York corporation
("HCC"), the Town of Westlake (the "Franchising Authority") has received a request for
approval to assign the Franchise and transfer the CATV ordinance from the Franchisee to
Buyer, or at Buyer's election, any affiliated entity controlling, controlled by, or under
common control with Buyer (Buyer, or any such entity, a "Transferee"), and
WHEREAS, Transferee, as the proposed assignee and transferee of Franchisee,
from and after the date of the closing of the transactions described in the Purchase
Agreement, shall assume and agree to perform each and every obligation of the Franchisee
under the Franchise;
NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the
Town of Westlake, Texas:
SECTION 1:
a) That the sale, transfer and assignment of the rights, responsibilities and benefits
of the Franchise from Franchisee to Transferee is hereby permitted and
approved.
b) That the Franchise (and the related CATV ordinance) is in full force and effect
without default thereunder by the Franchisee to the date hereof in accordance
with its terms and conditions as set forth therein and that no breach has
occurred or is continuing under the Franchise; and
c) That the Franchising Authority waives any rights of first refusal that it may
have to assume the Franchise upon any transfer contemplated hereunder; and
d) That Transferee may, at any time and from time to time, assign or grant or
otherwise convey one or more liens or security interests in its assets, including
its rights, obligations and benefits in and to the Franchise (the "Collateral") to
any lender ("Secured Party") providing financing to Transferee, from time to
time, that the Franchising Authority agrees that consent to a transfer is hereby
deemed approved if the Collateral is assigned and transferred as a result of a
foreclosure if Secured Party is the purchaser of the interest conveyed as a
result of the foreclosure, that the Franchising Authority agrees that consent to
a transfer from Secured Party to a subsequent purchaser is hereby deemed
approved and if ;Secured Party is the purchaser of the Collateral as a result of a
foreclosure, Secured Party shall have no duty to preserve the confidentiality of
the information provided in the Franchise with respect to any disclosure (1) to
Secured Party's regulators, auditors or attorneys, (2) made pursuant to the
order of any governmental authority, (3) consented to by the Franchising
Authority or (4) any of such information which has, prior to the date of such
disclosure, disclosed by the Franchising Authority to any third party and such
party is not subject to any confidentiality or similar disclosure restriction with
respect to such information subject, however, to each of the terms and
conditions of the Franchise (and the related CATV ordinance); and
e) That the consent to transfer herein provided shall be effective upon and only
effective concurrent with the closing of the transactions described in the
Purchase Agreement and the subsequent transfer of the assets related to the
Franchise to Transferee and Transferee shall notify the Franchising Authority
promptly upon the closing of such transactions.
SECTION 2: That this resolution shall become effective from and after the date
of its passage.
PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake
this 1.4t" day of April, 1997.
Scott Bradley, Mayor
ATTEST:
,�&_ P't 4)544_��
Cringer osswy, Town Sec ary
APPROVED AS TO FORM:
Town Attorney