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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•tarnrination, ex-
<br />ceptany such expenses which are incurred duo to a default by SMG which resulted m such tat-
<br />mination, shall be paid using funds on deposit in rho account(s) descn-bed in Sections 5.6 and 5.7
<br />and to the extent such funds are not sufficient, the County shall pay all arch Operating Expenses
<br />and shall indemnify and hold SMG harmless therefrom, (ii) rho County shall promptly pay SMG
<br />all fees earned to the effective date of expiration or termination (the fixed and incentive foes de-
<br />scribed in Section 4 hereof being subject to proration), provided that the Couffiy shall ba 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 fox the Facility), and (iir) with rho 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 offer the date ofexpir~- !~
<br />lion or termination of this Agreement, under any licensee, occupancy agreements, rental agree-
<br />mants, boo)dng commitrnenta, advertising agreements, concession agreements, and say other j
<br />contracts relating to the Facility which have been executed by SMG hereunder, except (A) to the I
<br />extent that any such license, agreement, commitment or contract was executed by SMG is viola- i
<br />Lion of any of the restricdone applicable to SMG's right to execute such licenses, agreements, ~
<br />commitments or contracts contained in this Agreement, and (E) for any such license, agreement,
<br />commitment or contract to which the consent of the other party thereto is required for such ae-
<br />aigamant and assumption unless each consent ie obtained (in the case of auy such consent, SMG
<br />will use commercially reasonable efforts to obtain such consent and the County will cooperate in
<br />any reasonable mamrat with SMG to obtain such consorrt). Upon the expiration of this Agree-
<br />mart or aterminationpursuant to Section 12.1 or 12.2, all further obligations of the parties here-
<br />under 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 terminals this Agreement
<br />shall bo entified 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 xesponetbla for arty come-
<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 itcurred by or threatened against the other party.
<br />12.4 Surrender of Premises.
<br />Upon termination of this Agreement (termination shall, for all purposes in this
<br />Agreement, include termination pursuant to the terms of this Section 12 and any expiration of the
<br />term hereof), SMG shall auaendor and vacate the Facility upon the effective date of such termi-
<br />nation. The Facility and all equipment and fiuniehings shall be retutrmd to the County in good
<br />repair, reasonable wear and tear excepted, to the extort fiords ware made available therefor by
<br />the County. All reports records, including financial records, and docuatcnts maintained by
<br />SMG at the Facility rehrting to this Agrooment other than materials containing SMG's proprie-
<br />tary information shall be immediately surrendered to the County by SMG upon termination.
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