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12.2 Termination Other than Upon Default
<br />(a) SMG shall have the right to terminate this Agreement upon sixty (60) days
<br />written notice to the County (i) under the circumstances described in Sections 5.2(c) or 5.5 he-
<br />reof, or (ii) as otherwise set forth herein.
<br />(b) Either party shall have the right to terminate this Agreement under the cir-
<br />cumstances specified in Section 13.6(d).
<br />12.3 Effect of Termination
<br />In the event this Agreement expires or is terminated, (i) all Operating Expenses
<br />incurred or irrevocably committed for prior to the effective date of expiration or termination, ex-
<br />cept any such expenses which are incurred due to a default by SMG which resulted in such ter-
<br />mination, shall be paid using funds on deposit in the account(s) described in Sections 5.6 and 5.7
<br />and to the extent such funds are not sufficient, the County shall pay all such Operating Expenses
<br />and shall indemnify and hold SMG harmless therefrom, (ii) the County shall promptly pay SMG
<br />all fees earned to the effective date of expiration or termination (the fixed and incentive fees de-
<br />scribed in Section 4 hereof being subject to proration), provided that the County shall be entitled
<br />to offset against such unpaid fees any damages directly incurred by the County in remedying any
<br />default by SMG hereunder which resulted in such termination (other than the fees or expenses of
<br />any replacement manager for the Facility), and (iii) with the cooperation of SMG, the County
<br />shall, or shall cause another management company retained by it to, accept the assignment of
<br />SMG's rights, and assume and perform all of SMG's obligations, arising after the date of expira-
<br />tion or termination of this Agreement, under any licenses, occupancy agreements, rental agree-
<br />ments, booking commitments, advertising agreements, concession agreements, and any other
<br />contracts relating to the Facility which have been executed by SMG hereunder, except (A) to the
<br />extent that any such license, agreement, commitment or contract was executed by SMG in viola-
<br />tion of any of the restrictions applicable to SMG's right to execute such licenses, agreements,
<br />commitments or contracts contained in this Agreement, and (B) for any such license, agreement,
<br />commitment or contract to which the consent of the other party thereto is required for such as-
<br />signment and assumption unless such consent is obtained (in the case of any such consent, SMG
<br />will use commercially reasonable efforts to obtain such consent and the County will cooperate in
<br />any reasonable manner with SMG to obtain such consent). Upon the expiration of this Agree-
<br />ment or a termination pursuant to Section 12.1 or 12.2, all further obligations of the parties he-
<br />reunder shall terminate except for the obligations in this Section 12.3 and in Sections 7.2(c), 7.3,
<br />7.4, 8.1 and 12.4; provided, however, that if such termination is the result of an intentional or
<br />grossly negligent default, the nondefaulting party exercising its right to terminate this Agreement
<br />shall be entitled to recover damages for breach arising from such willful default. Except with
<br />respect to a breach of the confidentiality provisions of Section 2.5 above and losses arising from
<br />personal or bodily injury, in no event shall either party be liable or responsible for any conse-
<br />quential, indirect, incidental, punitive, or special damages (including, without limitation, lost
<br />profits), whether based upon breach of contract or warranty, negligence, strict tort liability or
<br />otherwise, and each party's liability for damages or losses hereunder shall be strictly limited to
<br />direct damages that are actually incurred by or threatened against the other party.
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