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capability of the System to provide Service (the "Additional SiFi <br /> Service Cure Period"). If SiFi fails to restore the capability of the <br /> System to provide Service by the last day of the Additional SiFi Service <br /> Cure Period, SiFi's shall have an additional ninety (90) days from the <br /> end of the Additional SiFi Service Cure Period to restore the capability <br /> of the System to provide Service. If SiFi's fails to restore the capability <br /> of the System to provide Service by the last day of the Additional Service <br /> Cure Period,the City may terminate this Agreement by written notice to <br /> SiFi. In the event of such termination pursuant to this subsection, the <br /> City shall within thirty(30)days of the effective date of such termination <br /> elect to either(i)purchase the System by paying to SiFi by wire transfer <br /> of immediately available funds within sixty (60) days of the effective <br /> date of the termination a sum equal to SiFi's costs of designing,financing <br /> and constructing the System for use in the City plus ten percent(10%)of <br /> such costs and upon such payment neither Party shall have any liability <br /> or obligation under this Agreement; or (ii) permit SiFi continue all <br /> network operations necessary to maximize use of the existing FON in <br /> accordance with this Agreement, the City shall however have authority <br /> over all extensions of the FON in the Public Way.In the event City elects <br /> to permit SiFi to continue all network operations, such permission may <br /> include mutually agreed and executed amendment of this Agreement, <br /> including but not limited to a requirement for additional compensation to <br /> be mutually agreed upon by City and SiFi. <br /> (v) Notwithstanding anything to the contrary in this Agreement, in no event <br /> shall the City be permitted to terminate this Agreement if the City is in <br /> breach of or default under this Agreement. <br /> 8.2 City Breach or Default. In the event SiFi believes that the City has not complied <br /> with or is otherwise in default with regard to any term of this Agreement, SiFi shall promptly <br /> notify the City in writing with specific details regarding the exact nature of the alleged <br /> noncompliance or default(a"SiFi Breach Notice"). The failure to promptly provide such notice, <br /> however, shall not act as a waiver of any rights and remedies of SiFi hereunder unless and only to <br /> the extent that the City is materially prejudiced by such failure. <br /> 8.2.1 City's Right to Cure or Respond. The City shall have forty-five (45) days from <br /> its receipt of a SiFi Breach Notice (the "City Cure Period"); provided that the City Cure <br /> Period for a failure of the City to review permit applications and issue a permit(s)necessary <br /> to construct the System as required under Sections 2.5 and 3.2(a"Permit Issuance Breach") <br /> shall be seven(7)days from its receipt of a SiFi Breach Notice to: <br /> (i) respond to SiFi, contesting the assertion of noncompliance or default and in such <br /> event the Parties shall use commercially reasonable efforts to promptly resolve such <br /> contest and to the extent the Parties are unable to resolve such contest within thirty <br /> (30) days of the City's response, each Party shall be entitled to seek any and all <br /> rights and remedies available to it at law or in equity to resolve such contest; or <br /> Page 23 of 33 <br />