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Agreement. SiFi shall not be relieved of its performance duties, liabilities or obligations under
<br /> this Agreement until City is in receipt, of a fully executed copy of the document evidencing such
<br /> assignment of the obligations herein and the assignee's/purchaser's/transferee's assumption of
<br /> SiFi's performance duties, liabilities, and obligations under this Agreement. SiFi may not
<br /> otherwise assign this Agreement or the System without City's consent, City's consent not to be
<br /> unreasonably withheld, conditioned, or delayed. Upon any such assignment, sale, transfer, or
<br /> novation, SiFi shall be released from all obligations and liabilities under this Agreement from and
<br /> after the date of such assignment only when the City is reasonably satisfied that the obligations
<br /> have been properly transferred to another entity,and except as provided herein for provisions that
<br /> survive the Agreement. SiFi shall give the City fourteen (14) days' advance notice of such
<br /> assignment, sale, transfer or novation disclosing the identity of the Person to whom it has been
<br /> assigned,transferred, sold or novated. The City agrees from time to time to promptly deliver(and
<br /> in no event later than ten(10) days after request by SiFi)to SiFi an estoppel certificate addressed
<br /> to the assignee, buyer or transferee designated by SiFi, affirming for the benefit of such buyer,
<br /> assignee or transferee the following(to the extent that the following are then true): the Agreement
<br /> is in full force and effect; SiFi is not in default thereunder;and such other matters as such assignee,
<br /> buyer or transferee may reasonably request.
<br /> 10.2 Force Maieure. Except as otherwise expressly set forth in this Agreement, SiFi
<br /> will not be held in default under, or in breach or noncompliance with, the provisions of this
<br /> Agreement,nor suffer any enforcement or penalty relating to noncompliance or default(including
<br /> termination, cancellation or revocation of this Agreement),where such noncompliance or alleged
<br /> defaults occurred or were caused by any of the following events(each a"Force Majeure Event"):
<br /> where the City materially interfered with SiFi's ability to perform its obligations under the
<br /> Agreement, labor strike, riot,war, earthquake, flood,hurricane, health crisis,pandemic, drought,
<br /> tornado, unusually severe weather conditions, or other act of nature, labor disputes, failure of
<br /> utility service necessary to construct the System, governmental, administrative or judicial order,
<br /> or other event that is beyond SiFi's reasonable control.
<br /> 10.3 Notice. All notices and communications hereunder shall be in writing and shall be
<br /> served upon the other party by hand delivery, nationally recognized overnight delivery service,
<br /> United States certified mail, return receipt requested, or by electronic mail and addressed as
<br /> follows:
<br /> IF TO THE CITY:
<br /> City of Decatur
<br /> 1 Gary K. Anderson Plaza
<br /> Decatur
<br /> IL 62523
<br /> Attn: City Manager
<br /> IF TO SIFI:
<br /> SiFi Networks Decatur LLC
<br /> 103 Faulk Road, Suite 500
<br /> Wilmington,DE 19803
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