Agenda - 12-05-2005-5l - Laserfiche WebLink

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3_3 defaulting party shall not be considered in default if it shall within such thirty (30) day period have commenced with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default.. I2FP aclarowledges and agrees that neither it nor any concessionaire, vendor, promoter, licensee or other party with whom RFP may deal in connection with Che Facility is a tenant of the Facility or has any leasehold or other similar interest in the land of or in the Facility itself, and summary ejechnent procedures shall not be applicable to any termination of I2FP's rights to manage the Facility hereunder. 12,.2 Ternination Other than Upon Default.. (a) RFP shall have the right to terminate this Agreement upon sixty (60) days written notice to the County (i) under the circumstances described in Section 5.2(c) or 5.5 hereof, or (ii) as otherwise set forth herein. (b) Either party shall have the right to terminate this Agreement under the circumstances specifed in Section 1.3.6(d). 12..3 Effect of Termination. In the event this Agreement expires or is terminated, (i) all Operating Expenses incurred or irrevocably committed for prior to the effective date of expiration or termination, except any such expenses which are incurred due to a default by RFP which resulted in such termination, shall be paid using funds on deposit in the account(s) described in Sections 5,6 and 5,7 and to the extent such funds are not sufficient, the County shall pay all such Operating Expenses and shall, to the extent permitted by North Carolina law, indemnify and hold RFP harmless therefrom, (ii) the County shall promptly pay RFP all fees earned to the effective date of expiration or termination (subject to proration), provided that the County shall be entitled to offset against such unpaid fees any damages directly incurred by the County in remedying any default by RFP hereunder which resulted in such termination (other than the fees or expenses of any replacement manager for the Facility), and (iii) with the cooperation of RFP, the County shall, or shall cause another management company retained by it to, accept the assignment of RFP's rights, and assume and perform all of RFP's obligations, arising a11er the date of expiration or termination of this Agreement, under any licenses, occupancy agreements, rental agreements, booking commitments, advertising agreements, concession agreements, and any other contracts relating to the Facility which have been executed by RFP hereunder, except (A) to the extent that any such license, agreement, commitment or contract was executed by RFP in violation of any of the restrictions applicable to RFP's right to execute such licenses, agreements, commihnents or contracts contained in this Agreement, and (B) for any such license, agreement, commitment or contract to which the consent of the other party thereto is required for such assigmnent and assumption unless such consent is obtained (in the case of any such consent, RFP will use commercially reasonable efforts to obtain such consent and the County will cooperate in any reasonable mazmer with RFP to obtain such consent). Upon the expiration of this Agreement or a termination pursuant to Section 12.1 or 12.2, all further obligations of the parties hereunder shall terminate except for the obligations in this Section 12,.3 and in Sections 7,.3, 8.1 and 12.4; provided, however, that if such termination is the result of an intentional or grossly negligent 26