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proposed change or any proposed amendment to this Franchise and seek to <br /> reach agreement on such change or amendment. <br /> B. The Grantor and the Grantee shall act in good faith during such negotiations and <br /> shall be obligated to agree to the reasonable requests of the other party for <br /> changes in the Cable System or amendment to the Franchise when the change or <br /> amendment is not inconsistent with the other terms of the Franchise, or with <br /> applicable law or regulations, and the change or amendment is technically <br /> feasible, economically reasonable and will not result in a material alteration of the <br /> rights and duties of the parties under the Franchise. <br /> Section 35. Reservation of Rights <br /> Notwithstanding any other provision of this Franchise, the Grantor and the Grantee <br /> reserve all rights that they may possess under the law unless expressly waived herein. <br /> Section 36. Right to Purchase <br /> Grantor shall have the right to purchase the Cable System in accordance with the <br /> provisions of 47 U.S.C. §547. <br /> Section 37. Entire Agreement <br /> This Agreement is a binding contract between the parties hereto and may be modified <br /> upon agreement of the parties pursuant to a written agreement or amendment acknowledged by <br /> both parties. Neither party has the right to unilaterally amend or alter the obligations of the other <br /> party. In the event of a conflict between the provisions of this Agreement and the Orange <br /> County Cable Television System Ordinance,the provisions of this Agreement shall control. <br /> Section 38. Grant <br /> This Franchise is awarded to . Time Warner Entertainment-Advance/Newhouse <br /> Partnership pursuant and subject to the conditions and requirements hereof and applicable <br /> federal, state and generally applicable nondiscriminatory local laws. This Franchise bestows <br /> upon the Grantee the authority to construct, maintain and operate a Cable System, utilizing the <br /> Public Rights-of-Way, to offer Cable Services and Other Communications Services within the <br /> County. <br /> Passed on First Reading G"!ti e'd�1t,'� �T o <br /> Passed and Adopted on U l <br /> Second Reading <br /> 22 <br />