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NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF <br />THE CITY OF LOUISVILLE, COLORADO: <br /> <br /> Section 1. The City hereby consents to and approves the transfer of control of <br />the Franchise from Comcast Corporation to TCI Atlantic, Inc., doing business as AT&T <br />Broadband, a wholly owned subsidiary of AT&T Corporation, as described in the Asset <br />Exchange Agreement dated August 11, 2000. <br /> <br /> Section 2. The Mayor is hereby authorized to sign such documents as may be <br />necessary or appropriate to evidence such consent and approval. <br /> <br /> Section 3. By passage of this Ordinance, the City makes no representations <br />concerning whether any violations or non-compliance issues exist with respect to the <br />Franchise. Nothing in this Ordinance shall be construed by Comcast, TCI or AT&T as <br />precluding the City from addressing any prior acts of noncompliance by Comcast, <br />.pursuant to the terms of the Franchise. <br /> <br /> Section 4. This Ordinance shall take effect upon the closing of the Asset <br />Exchange Agreement, provided the requirements of C.R.S. section 31-16-105 have been <br />met. Should the transaction as approved by the shareholders of the parties to the Asset <br />Exchange Agreement and federal government agencies differ in any material respect <br />from that represented in the documents submitted to the City with the Application, this <br />Ordinance shall be voidable, at the sole option of the City. Within thirty (30) days <br />following the closing of the Asset Exchange Agreement, AT&T shall file with the City a <br />statement that the above conditions have been met. <br /> <br /> Section 5. All other ordinances or portions thereof inconsistent or conflicting <br />with this Ordinance or any portion hereof are hereby repealed to the extent of such <br />inconsistency or conflict. <br /> <br /> INTRODUCED, READ, PASSED ON HRST READING, AND ORDERED <br />PUBLISHED this 8th day of November, 2000. <br /> <br />Nancy Varra'J City Cl~rk <br /> <br />Tom D-fi'~avidson, Mayor <br /> <br /> <br />