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74 <br />REGULAR MEETING DECEMBER 20, 1982 <br />WHEREAS, the limited partnership to be formed by HCI <br />will be known as Heritage Cablevision Associates, a limited <br />partnership ("Heritage Partnership"); and <br />WHEREAS, the Contract of Sale (herein so called) to be <br />entered into pursuant to the Letter of Intent will provide <br />that, upon the consummation of said sale, the interest of <br />ICC, pursuant to the Franchise Agreement, will be assigned <br />and transferred to Heritage Partnership; and <br />WHEREAS, the obligations of Heritage Partnership under <br />the Contract of Sale have been unconditionally guaranteed <br />by HCI; and <br />WHEREAS, ICC has requested approval of the Board of Public <br />Works of the City of South Bend, Indiana, to the assignment <br />and transfer by ICC of all of its rights under the afore- <br />mentioned Franchise Agreement, subject to the consummation <br />of the transactions contemplated by the Letter of Intent <br />and the Contract of Sale to be entered into pursuant to <br />the Letter of Intent to either Heritage Partnership or in <br />the event Heritage Partnership does not itself purchase <br />the assets of ICC pursuant to the Contract of Sale, then <br />to HCI or an affiliate or subsidiary of HCI designated by <br />it (such actual purchaser being herein called the "Transferee"); <br />and <br />WHEREAS, Heritage Partnership and HCI (for itself, for <br />Heritage Partnership, and for any subsidiary or other affiliate <br />which might ultimately constitute the Transferee) has complied <br />with the requirements of Section VII of the Franchise Agree- <br />ment. <br />NOW, THEREFORE, BE IT RESOLVED that the Board of Public <br />Works of the City of South Bend, Indiana, does hereby <br />expressly consent to, and approve, the assignment and <br />transfer by ICC to the Transferee of its franchise and <br />all of its rights to construct, operate and maintain a <br />community antenna television system in the City of South <br />Bend, Indiana, pursuant to the Franchise Agreement, which <br />assignment and transfer will result by reason of the sale <br />of all of the assets of ICC to the Transferee pursuant <br />to the Letter of Intent and the Contract of Sale to be <br />executed in connection therewith, provided that should <br />the transactions contemplated by said Letter of Intent and <br />Contract of Sale fail to be consummated, then ICC will <br />continue as the legal and rightful franchisee under the <br />Franchise Agreement, which Franchise Agreement will <br />continue unchanged and in full force and effect in all <br />respects. <br />BE IT FURTHER RESOLVED that, upon the consummation of <br />the transactions contemplated by the Letter of Intent and <br />the Contract of Sale to be entered into pursuant thereto, <br />ICC will have no further liability with respect to the <br />Franchise Agreement, it being the intention and under- <br />standing of the Board of Public Works of the City of South <br />Bend, Indiana, that the Transferee will be responsible for <br />all continuing obligations of the franchisee under the <br />Franchise Agreement. <br />Adopted: December 20, 1982 <br />BOARD OF PUBLIC WORKS <br />s/ John E. Leszczynski <br />s/ Richard L. Hill <br />s/ Joseph E. Kernan <br />ATTEST; <br />s/ Barbara J. Byers, Clerk <br />