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twelve (12) months after the Effective Date, then this Agreement shall automatically terminate <br /> and CITY shall refund to Customer the Initial Payment and the CITY shall have no further duties <br /> or obligations hereunder. <br /> ARTICLE 20 <br /> TERMINATION <br /> Except as otherwise provided herin, upon the expiration of the Term or other termination of this <br /> Agreement, the IRU shall immediately terminate and all rights of Customer hereunder to use the <br /> Fiber System shall cease, all rights hereunder to the use of the Fiber System shall revert to the <br /> CITY, and the CITY shall owe Customer no further duties, obligations or consideration. Customer <br /> shall, within thirty (30) days of such termination, remove from any CITY facilities, all Customer <br /> property, equipment and materials used in connection with the Dark Fiber. Customer shall <br /> accomplish such removal at Customer's sole expense, under CITY'S supervision and in a manner <br /> that does not damage the Fiber System. Customer shall be responsible for any damage caused <br /> by such removal. If Customer fails to remove its property within such period, the property shall <br /> be deemed abandoned and the CITY shall dispose of the same in any manner it deems <br /> reasonably appropriate, at Customer's expense. Termination of this Agreement shall not affect <br /> the rights or obligations of either Party that have arisen before the date of termination or expiration. <br /> ARTICLE 21 <br /> ASSIGNMENT AND TRANSFER RESTRICTIONS <br /> 21.1 Subject to Section 21.2 below, Customer may not transfer or assign all or any part <br /> of its interest under this Agreement, or delegate any duties, burdens, or obligations arising <br /> hereunder, without the CITY'S consent, which consent may be given or withheld in CITY'S sole <br /> and absolute discretion. A transfer or assignment in violation of this Article 21 shall constitute a <br /> material breach of this Agreement. <br /> 21.2 Notwithstanding the arrangements permitted under this Article 21, Customer <br /> acknowledges and agrees that Customer shall not sell, lease, IRU or otherwise transfer any <br /> interest in the Dark Fibers to a third party. The Parties understand and agree that the CITY <br /> would not have entered this Agreement but for the provisions in this section 21.2. <br /> ARTICLE 22 <br /> REPRESENTATIONS WARRANTIES AND ACKNOWLEDGMENTS <br /> 22.1 By execution of this Agreement, each Party represents and warrants to the other: <br /> (a) That the representing Party has full right and authority to enter into and <br /> perform this Agreement in accordance with the terms hereof and thereof, and that by entering into <br /> 17 <br />