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shall have failed to deliver the Dark Fiber in any Segment within twelve (12) months after the <br /> Effective Date, then this Agreement shall automatically terminate with respect to such Segment <br /> and CITY shall refund to Customer the IRU Fee with respect to such Segment, and the CITY shall <br /> have no further duties or obligations hereunder with respect to such Segment. <br /> ARTICLE 20 <br /> TERMINATION <br /> Upon termination of this Agreement, the IRU shall immediately terminate and all rights of <br /> Customer hereunder to use the Fiber System shall cease, all rights hereunder to the use of the <br /> Fiber System shall revert to the CITY, and the CITY shall owe Customer no further duties, <br /> obligations, or consideration. Customer shall, within thirty (30) days of such termination, remove <br /> from any CITY facilities, all Customer property, equipment, and materials used in connection with <br /> the Dark Fiber. Customer shall accomplish such removal at Customer's sole expense, under <br /> CITY'S supervision and in a manner that does not damage the Fiber System. Termination of this <br /> Agreement shall not affect the rights or obligations of either Party that have arisen before the date <br /> 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 alâ–º 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 shall not be unreasonably withheld, delayed or <br /> conditioned. A transfer or assignment in violation of this Article 21 shall constitute a material <br /> 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. <br /> ARTICLE 22 <br /> REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS <br /> 22.1 By execution of this Agreement, each Party confirms 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 /> 16 <br />