Agmt11 Astound Broadband, LLC Maintenance Agreement

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9.1 City Default Event. Each of the following will be deemed a "City Default Event" under this Agreement: (a) City fails to pay the Consideration that this Agreement requires City to pay, but only if such failure continues for 30 days after City receives written notice that City has failed to pay; or (b) City materially breaches any representation or warranty under this agreement. 9.2 Astound Remedies. With the exception of Section 9.1(a), upon the occurrence and continuation of any City Default Event, Astound will provide City with ten (10) days notice, (subject in each case to any applicable cure periods and to any other provisions expressly provided in this Agreement), before Astound takes any one or more of the following actions: (a) Terminate this Agreement, provided, however, as of any given time and notwithstanding anything to the contrary in this Agreement, upon any City Default Event, Astound may sue City for damages proximately caused by City. (b) Exercise any other contractual, legal, or equitable right or remedy that Astound may have and that is not limited by the terms of this Agreement 9.3 Astound Default Event. Each of the following will be deemed an "Astound Default Event" under this Agreement: (a) Astound fails to comply with any material covenants, terms, or conditions of this Agreement; but only if such failure continues for 30 days after City delivers to Astound a written default notice specifying all facts and circumstances applicable to such failure; provided that, if such failure cannot be cured within such 30 -day period, then such cure period will be extended if Astound begins to cure such failure within the 30 day period and proceeds diligently thereafter to cure such failure; (b) Astound materially breaches any representation or warranty under this Agreement. 9.4 City Remedies. Upon the occurrence and continuation of any Astound Default Event beyond the cure period provided, City, at City's option and in City's sole discretion, may take one or more of the following actions: (a) Terminate this Agreement , provided, however, as of any given time and notwithstanding anything to the contrary in this Agreement, upon any Astound Default Event, City may sue Astound for damages proximately caused by Astound; or (b) Exercise any other contractual, legal, or equitable right or remedy that City may have and that is not limited by the terms of this Agreement. For the elimination of doubt, effective immediately on the termination of this Agreement City's rights to use the I -Net also shall terminate in their entirety. 10. FORCE MAJEURE Neither Party will have any liability for delays or performance failures if such delays or performance failures were caused by fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of military authorities or the public enemy, inability to secure raw materials not caused by failures to timely place orders for such raw materials, fuel or energy shortages not caused by failures to timely place orders for such fuel or energy, inability to obtain required permits or regulatory approvals in a timely manner notwithstanding the commercially reasonable efforts to timely obtain the same, or other causes that could not be anticipated as of the Page 6 of 10 ATTY /AGR 2011.052 Astound 52711