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ARTICLE V. <br /> DEVELOPER'S OPTION TO TERMINATE AGREEMENT <br /> Section 5.1 The Developer's Option to Terminate. This Agreement may be <br /> terminated by the Developer, if(i) the Developer is in compliance with all material terms of this <br /> Agreement and no Event of Default has occurred; and (ii) the City fails to comply with any <br /> material term of this Agreement, and, after written notice by the Developer of such failure, the <br /> City has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, <br /> if such noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt <br /> of such notice, the City has not provided assurances, reasonably satisfactory to the Developer, <br /> that such noncompliance will be cured as soon as reasonably possible. <br /> Section 5.2 Effect of Termination. If this Agreement is terminated pursuant to this <br /> Article V, this Agreement shall be from such date forward null and void and of no further effect; <br /> provided, however, the termination of this Agreement shall not affect the rights of either party to <br /> institute any action, claim or demand for damages suffered as a result of breach or default of the <br /> terms of this Agreement by the other party, or to recover amounts which had accrued and <br /> become due and payable as of the date of such termination. Upon termination of this Agreement <br /> pursuant to this Article V, the Developer shall be free to proceed with the Project at its own <br /> expense and without regard to the provisions of this Agreement; provided, however, that the City <br /> shall have no further obligations to the Developer with respect to reimbursement of the expenses <br /> set forth in Section 3.2. <br /> 2212455v4 1 1 <br />