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3~ <br />8. Conditions Precedent to "Go Decision" <br />a) Receipt of all required governmental and regulatory permits and approvals <br />b) No material adverse change shall have occurred with respect to the prospects for success <br />of the LFG project <br />9. Termination/Expiration <br />a) Each party shall have the right to terminate this Agreement in the event the other party <br />commits an act or an omission which is a material default under this Agreement, provided that <br />the party asserting a default must have first notified the other party in writing and allowed a <br />reasonable period of time, but not less than ninety (90) days (forty-five (45) days in the event of <br />non- payment of the compensation to the County) to cure such default. <br />b) In the event County terminates the Agreement, for any reason, prior to the scheduled <br />expiration date for the Agreement, County shall pay the University a prorated buyout amount to <br />compensate University for its costs and lost profits, which shall include the unamortized value of <br />all the LFG Collection System equipment, University construction costs and expenses, and <br />compensation for University's inability to access methane credits. <br />c) In the event that University reasonably determines that Lal-ldfill Gas can no longer be <br />recovered from the Landfill in sufficient quantities, then University shall have the right to <br />surrender and terminate this Agreement and thereby be relieved of all obligations under this <br />Agreement <br />10. Removal of Equipment <br />a) Following the expiration or termination of this Agreement, University shall remove the <br />University equipment comprising the LFG Collection System and shall permanently seal and cap <br />all openings for pipes or equipment left in the Landfill in accordance with the latest industry <br />standards. <br />b) If University fails to remove some or all of its equipment within [X] months after the <br />expiration or termination of the Agreement, such equipment shall be deemed abandoned by <br />University and shall become the property of the County. <br />11. Force Majeure <br />12. Amendments <br />13. Assignment <br />14. Books and Records <br />15. Waiver <br />16. Status of Parties/No A~encY <br />17. Notices <br />18. Equal Opportunity/Non-discrimination <br />{00016169.DOC} <br />Page 12 of 15 <br />