Text · page 84 of 97
Read the whole document on one page (all 97 pages, each with its own heading)
The captions for sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. 9.6 GOVERNING LAW; VENUE This Agreement shall be governed and construed by and in accordance with the laws of the State of New York. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of New York, County of Erie, or in the United States District Court for the Western District of New York. 9.7 TRANSFER OR ASSIGNMENT The ownership or control of the Franchise granted hereunder shall not be transferred or assigned without the prior written consent of the Village, such consent not to be unreasonably withheld or delayed. No such consent shall be required, however, for: 1) a transfer to an entity controlling, controlled by, or under common control of Charter; or 2) a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of Charter in the Franchise or Cable System to secure indebtedness. Within thirty (30) days of receiving a request for review covered by this Section, the Village shall notify Charter in writing of any additional information it reasonably requires to determine the legal, financial and technical qualifications of the transferee. If the Village has not taken action on Charter’s request for approval of the transfer within one hundred twenty (120) days after receiving such information, consent by the Village shall be deemed given. 9.8 ENTIRE AGREEMENT This written instrument contains the entire agreement between the parties, supersedes all prior agreements or proposals whether written or oral except as specifically incorporated herein, and cannot be changed without written amendment approved by both the Village and Charter. This Agreement supersedes all prior cable franchise agreements or cable ordinances, or parts of cable franchise agreements or cable ordinances, that are in conflict with the provisions herein. This Agreement may be amended only by the mutual consent of the Village and Charter and in accordance with the regulations of the New York Public Service Commission. Any amendment must be in writing and executed by the Village and Charter. 9.9 SEVERABILITY If any section, provision or clause of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, or is pre-empted by federal or state laws or regulations, such section, provision or clause shall be deemed to be severable from the remaining portions of this Agreement and shall not affect the legality, validity or enforceability of the remaining portions of this Agreement. 9.10 NO WAIVER OF RIGHTS 20