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Non -Terminating Party for the benefit of its creditors, an appointment of a <br />receiver for the Non -Terminating Party, or any other proceeding involving <br />insolvency or the protection of or from creditors, and the same is not discharged <br />or terminated without any prejudice to the Terminating Party's rights or interests <br />under this Agreement within thirty (3 0) days after it is instituted; or <br />b. breaches an obligation under this Agreement and fails to remedy the breach <br />within thirty (30) days after being requested to do so in a Notice by the <br />Terminating Party, <br />12.2 In the event that City gives Notice of termination to SJVMI because an action <br />specified in §12.1 (the "Termination Cause,") is performed by SJVMI, City shall not <br />execute its rights under § 12.3 unless one or of the following conditions occurs: <br />a. ten (10) Busincss Days have elapsed after the date of City's Notice of <br />termination to SJVMI, and City has not received Notice from a S.TVM1 Donor <br />that it intends to remedy the Termination Cause within thirty (30) days after <br />providing Notice to both Parties of its intent to remedy the Termination Cause; <br />or <br />b. thirty (30) days have elapsed after the date of City's receipt of Notice from an <br />SJVMI Donor that it intends to remedy the Termination Cause within thirty (30) <br />days after providing Notice to both Parties of its Intent to remedy Termination <br />Cause, and such SJVMI Donor has not remedied the Termination Cause, <br />12.3 Upon termination of this Agreement by City, because SJVMI has performed an <br />action specified in §12.1 and one of the conditions specified in §12.2 has occurred, <br />SJVMI shall abandon in place all conduits, inner ducts, manholes, handholes, Cable, and <br />related facilities installed by SJVMI within City -owned rights -of -way or conduit; and <br />ownership of same shall vest in City, without warranty other than the absence of liens <br />caused by SJVMI. Title to all conduits, inner ducts, manholes, handholes, Cable, and <br />related facilities installed by SJVMI in property not owned by City shall be subject to the <br />rights of the third party property owner. <br />12.4 Upon termination of this Agreement by SJVMI because City has performed an <br />action specified in § 12. 1: <br />a. SJVMI, shall abandon in place all conduits, inner ducts, manholes, handholes, <br />Cable, and related facilities installed by SJVM1 within City -owned rights -of - <br />way or conduit; and ownership of same shall vest in City, without warranty <br />other than the absence of liens caused by SJVMI; and <br />b. City shall reimburse S,TVMI for the actual cost, determined in accordance with <br />Generally Accepted Accounting Principles, of all conduits, inner ducts, <br />manholes, handholes, Cable, and related facilities installed by SJVMI within <br />City -owned rights -of -way or conduit; and <br />c. City shall indemnify and hold harmless SJVMI for all losses, liabilities, costs, <br />expenses, and damages (including court costs and the. reasonable fees of <br />attorneys and other professionals) arising out of claims by persons or entities <br />which are parties to agreements with SJVMI permitting access to Dark Fiber in <br />SJVMI-owned Cable, including claims for any punitive, special, indirect, <br />incidental or consequential damages or any lost business damages in the nature <br />of lost revenues or profits. <br />12.5 Termination shall not relieve either Party of its pre-existing obligations under this <br />Agreement. <br />Reciprocal License Ageenmil between Cily and SJVMI Page 8 of 13 <br />