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3.7 The City reserves the right to terminate this Agreement in its entirety, or as to any one or more of the Parking Lots, by providing written notice to the Silver Hawks Thirty (30) days in advance of the effective date of such termination. ARTICLE IV Representations and Covenants The City and the Silver Hawks represent, warrant and covenant with each other that: (a) each has all requisite power and authority to enter into this Agreement and to comply with and fulfill the terms and conditions of this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation, enforceable in accordance with its terms and conditions. ARTICLE V Defaults and Remedies 5.1 Selection of Remedies. If any party fails to perform or observe any term or condition of this Agreement on its part to be performed or observed, and such failure continues: (a) with respect to the payment of money, for a period of fifteen (15) days after receipt by the failing party of a written notice indicating that such amount is past due, or (b) with respect to non - monetary defaults, for a period of sixty (60) days after receipt by the failing party of a written notice specifying the nature of the failure (a "Default "); then the non - failing party(ies) hereto shall be entitled to: (i) terminate this Agreement; (ii) obtain the remedy of specific performance or injunction to enforce such term or condition; (iii) bring an action against the party failing to perform or observe the term or condition of this Agreement on its part to be performed or observed to recover its actual damages; and (iv) perform the failed term or condition (entering upon any part of the Parking Lots for such purpose as applicable and necessary), without such performance being construed as a waiver of any term or condition of this Agreement. 5.2 Suspension of Remedies. Notwithstanding Section 5. 1, above, if the failure of a party as described above is of such a nature that it cannot be corrected within the applicable cure period despite diligent effort, then the other parties hereto shall not be entitled to exercise their respective remedies under this Article so long as the breaching party commences to cure the breach within the applicable cure period and diligently pursues such cure to completion. ARTICLE VI Assignment and Conveyance The City shall have the right to convey, transfer and assign any or all of its respective rights, title and /or interest in and to the Parking Lots as applicable; provided, that such conveyance, transfer or assignment shall be subject to the terms and conditions of this I"