ADELPHIA 2 - 2005 - Laserfiche WebLink

Home Browse Search

Grantee is in a Chapter II proceeding under Section 365 ofthe U.S. Bankruptcy Code and is a debtor-in-possession of the cable system while in reorganization. Grantor further acknowledges that the U.S. Bankruptcy Court may ultimately authorize an unrelated third-party to acquire, in a change of control or an asset purchase transaction, the cable television franchise awarded by this Agreement. Such transaction may involve the Grantee or its ultimate parent company, Adelphia Communications Corporation, or intermediate subsidiaries or affiliates of Adelphia Communications Corporation. Unless specifically precluded by federal bankruptcy laws, or by order of the U.S. Bankruptcy Court, Grantor reserves all rights that it has to approve and consent to any sale, assignment, or transfer of control of the cable television franchise to an unrelated third-party that may be authorized by the U.S. Bankruptcy Court to consummate such transaction. 13.2. Force Majeure. (a) If Grantee's performance of any of the terms, conditions, obligations, or requirements of this Agreement is prevented or impaired by any cause or event beyond its reasonable control or not reasonably foreseeable, that inability to perform will be deemed to be excused, and no penalties or sanctions will be imposed. Those causes beyond Grantee's reasonable control and not reasonably foreseeable include, but are not limited to, acts of God, civil emergencies, labor unrest, strikes, inability to obtain access to an individual's property, and inability ofthe Grantee to secure all necessary authorizations or permits to use necessary poles or conduits so long as Grantee exercises due diligence to timely obtain those authorizations or permits. (b) Where any cause or event is beyond Grantee's reasonable control or is not reasonably foreseeable, and that cause or event only partially affects Grantee's ability to perform, Grantee must perform to the maximum extent possible. In that event, Grantee must give written notice to the Grantor of any such cause or event within 10 business days after Grantee has learned of its occurrence. (c) Grantee's compliance with the terms, conditions, obligations, and requirements of this Agreement will not be excused on the basis of increases in the cost of performance, changes in economic circumstances, or nonperformance by an employee, agent, or contractor of the Grantee; provide, however, that nothing herein will preclude Grantee from exercising its rights under 47 USC 9545, which relates to commercial impracticability. 13.3. Possessory Interest. By accepting the franchise, Grantee acknowledges notice was given to Grantee, as required by California Revenue and Taxation Code Section 107.6, that use or occupancy of any public property under the authority set forth in this Agreement may create a possessory interest that may be subject to the payment of property taxes levied upon that interest. 13.4. Indemnification. (a) Subject to the exceptions specified in paragraph (b) below, Grantee will indemnify, defend, and hold harmless the Grantor, its officers, agents and employees, from any ] 2097 -0002\6806 72v] 9.dol' -37- City of Santa Ana EXECl!TlON COPY 4/07/05