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<br />203215669.16 7 <br />unpatented invention, process, or article manufactured, supplied, or used in the performance of <br />this Continuation Agreement, including its use by MTC or any Pilot City. <br />ARTICLE V <br />TERMINATION <br />5.1 Termination. <br />A. Right of MTC to Terminate. MTC shall have the right to terminate this <br />Continuation Agreement if Operator fails to provide the services required <br />hereunder satisfactorily or if Operator breaches any term, condition, or <br />covenants of any of this Continuation Agreement. <br />B. Failure or Breach. If Operator fails to provide the services required hereunder <br />satisfactorily or if Operator breaches any term, condition, or covenants of any <br />of this Continuation Agreement, then MTC will give Operator written notice <br />of such failure or breach and 30 days to cure such failure or breach. If <br />Operator fails to cure such failure or breach by the expiration of such 30-day <br />period, then MTC shall have the right to give Operator a written notice of <br />termination, including the date when the termination shall be effective (the <br />“Termination Effective Date”). <br />C. Operator’s Contest. If Operator in good faith contests any such failure or <br />breach, then such termination shall be suspended pending the outcome of such <br />contest. <br />D. Termination of Program Agreement. If the Program Agreement terminates <br />for any reason prior to completion of Phase I under the Program Agreement, <br />then this Continuation Agreement shall terminate concurrently, and Sections <br />5.5 and 5.6 shall apply. <br />5.2 Stop Work. Unless otherwise directed in writing by MTC, Operator shall stop <br />providing services as of the Termination Effective Date, terminate all vendors and subcontractors <br />effective as of the Termination Effective Date, and settle all outstanding liabilities and claims. <br />5.3 Compensation. Operator will be entitled to receive compensation as provided in <br />Article II to the Termination Effective Date. <br />5.4 Sole Remedies. Notwithstanding anything to the contrary herein, other than <br />liquidated damages under Section 2.7, the sole remedy of MTC and the Pilot Cities against <br />Operator for breach of this Continuation Agreement, excluding a breach of Article VIII, or for <br />failure to provide the services satisfactorily, is to terminate this Continuation Agreement in <br />accordance with Article VII. Except for liquidated damages under Section 2.7, in no event shall <br />Operator be liable for damages of any kind for breach of this Continuation Agreement, other than <br />a breach Article VIII, or for failure to provide the services satisfactorily. <br />5.5 Transition. Upon termination of this Continuation Agreement pursuant to Section <br />5.1D, Operator shall comply with the following close-out procedures: