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CITY'S supervision and in a manner that does not damage the Fiber System. Customer shall be <br /> responsible for any damage caused by such removal. If Customer fails to remove its property <br /> within such period, the property shall be deemed abandoned and the CITY shall dispose of the <br /> same in any manner it deems reasonably appropriate, at Customer's expense. Termination of <br /> this Agreement shall not affect the rights or obligations of either Party that have arisen before the <br /> 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 /> or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or <br /> any law, regulation or agreement by which it is bound or to which it is subject; <br /> (b) That the execution, delivery, and performance of this Agreement by such <br /> Party has been duly authorized by all requisite corporate action,that the signatories for such Party <br /> hereto are authorized to sign this Agreement, and that the joinder or consent of any other party, <br /> including a court or trustee or referee, is not necessary to make valid and effective the execution, <br /> delivery and performance of this Agreement by such Party. <br /> 22.2 CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS <br /> AGREEMENT THE CITY MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY, <br /> EXPRESS OR IMPLIED, WITH RESPECT TO THE DARK FIBER, THE FIBER SYSTEM, THE <br /> ASSOCIATED PROPERTY, ANY CITY FACILITIES OR ANY WORK PERFORMED UNDER <br /> THIS AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF DESIGN, <br /> MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ARISING FROM A <br /> COURSE OF DEALING, USAGE OR TRADE, AND CUSTOMER HEREBY EXPRESSLY <br /> WAIVES AND DISCLAIMS ALL SUCH WARRANTIES, REPRESENTATIONS AND <br /> INDEMNITIES. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE <br /> 17 <br />