Google Fiber - ROW License Agreement - 07.21.2025 - FE
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Google Fiber Contract No. n233626 EXECUTION VERSION Broadband Franchise Agreement Between City of Smyrna, GA and Google Fiber Georgia, LLC | 10 convenience upon one hundred eighty (180) days' written notice to City. 12. Assignment. Except as set forth below, neither party may assign or transfer its rights or obligations under this Agreement, in whole or part, or directly or indirectly through equity sale or merger, to a third party, without the written consent of the other party. Any agreed upon assignee will take the place of the assigning party, and the assignee shall assume all obligations or liabilities of the assigning party under the Agreement, whether arising before or after the effective date of the transfer or assignment If the assignee agrees in writing to this assumption, then the assigning party will be released from all of its rights and obligations upon such assignment. 12.1. Notwithstanding the foregoing, and subject to the conditions set forth in Section 12.2 below, Franchisee may at any time, on written notice to City, assign this Agreement and/or any or all of its rights and obligations under this Agreement: 12.1.1. to any Affiliate (as defined below) of Franchisee; 12.1.2. to any successor in interest of Franchisee's business operations in City connection with any merger, acquisition, or similar transaction if Franchisee reasonably determines after appropriate investigation that the successor in interest has the resources and ability to fulfill the obligations of this Agreement; or 12.1.3. to any purchaser of all or substantially all of Franchisee's Network Facilities in City if Franchisee reasonably determines after appropriate investigation that the purchaser has the resources and ability to fulfill the obligations of this Agreement. 12.2. In the case of any assignment under Section 12.1, the Affiliate, successor or purchaser shall submit to the City within 45 days of consummation of the transaction (a) its address, principal place of business and contact information, and (b) an affirmative declaration that it accepts the terms of this Agreement and will assume all obligations or liabilities of the Franchisee under the Agreement, whether arising before or after the effective date of the transfer, assignment or purchase, and that it will comply with all applicable federal, state and City laws and regulations regarding the placement and maintenance of facilities in the Public ROW. Following any assignment of this Agreement to an Affiliate, Franchisee will remain responsible for such Affiliate's performance under the terms of this Agreement. For purposes of this section, (i) "Affiliate" means any Person that now or in the future, directly or indirectly controls, is controlled with or by, or is under common control with Franchisee; and (ii) "control" will mean, with respect to: (a) a U.S. corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof, or (b) a non- U.S. corporation, if the voting power to elect directors thereof is less than fifty percent (50%), the maximum amount allowed by applicable law; and (c) any other Person, fifty percent (50%) or more ownership interest in said Person, or the power to direct the management of such Person. 13. Notice. All notices related to this Agreement will be in writing and sent, if to Franchisee to