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liable or responsible under anv circumstances for consequential, incidental, indirect lost profit, or <br />punitive damages of any kind. <br />1. "Good cause" for the City to terminate includes, but is not limited to, the <br />following: <br />a. Any material breach of the terms, conditions, and obligations of this <br />Management Agreement by SBC; <br />b. Failure by SBC to deliver the payment provided for in Article IV <br />hereof; <br />C. Any crime by SBC or any principal or owner of SBC that causes SBC <br />to come into disrepute in the greater Elk River Area; <br />d. Occurrence of insolvency or bankruptcy of SBC, or upon the general <br />assignment by SBC for the benefit of creditors, or upon the consent of SBC to the <br />appointment of a receiver, trustee, or liquidator of all or substantially all of its <br />property; or <br />e. Occurrence of a Transfer Event which the City has not consented to, <br />as provided in Article VII of this Management Agreement. <br />2. "Good cause" for SBC to terminate includes, but is not limited to, the <br />following: <br />a. Any material breach of the terms, conditions, and obligations of this <br />Management Agreement by the City. <br />D. Early Termination by SBC. SBC may terminate this Management Agreement for <br />any reason, effective any time after the third (31 anniversary of the Effective Date, by giving the City <br />no less than one (1) year's written notice of its intent to terminate. SBC shall pay to the City, at the <br />time of its written notice to terminate, a $15,000 early termination fee; and shall make all annual and <br />percentage payments due prior to the effective date of such termination as othenvise provided in this <br />Management Agreement. <br />ARTICLE IV <br />MANAGEMENTFEE <br />A. Management Fee. As payment for its management of concession and catering <br />services at the MPF, SBC shall be entitled to a Management Fee equal to the net revenues from <br />concession and catering sales, less the Annual and Percentage Payments to City, set forth in <br />Article IV B and C below. <br />B. Annual Payments. <br />1. SBC shall make an annual payment to the City pursuant to the following <br />schedule: <br />111752655.4 1 <br />EL185-44-683214.v4 <br />