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c. ity to terminate includes, but is not limited to, the following: <br />i. Any material breach of the terms, conditions, and obligations of this <br />Agreement by Primary Sponsor; <br />ii. Failure by Primary Sponsor to deliver the contributions provided for in <br />Article III hereof. The Opt-out fee provided for in Article V(2)(a) hereof, <br />or any required payment as set forth herein; <br />iii. Any crime by Primary Sponsor or any principal or owner of Primary <br />Sponsor that causes Primary Sponsor to come into disrepute in the greater <br />Elk River Area; <br />iv. Occurrence of insolvency or bankruptcy of Primary Sponsor, or upon the <br />general assignment by Primary Sponsor for the benefit of creditors, or upon <br />the consent of Primary Sponsor to the appointment of a receiver, trustee, or <br />liquidator of all or substantially all of its property; or <br />v. Occurrence of a Transfer Event which the City has not consented to, as <br />provided in Article VII of this Agreement. <br />d. Primary Sponsor to terminate includes, but is not limited to, the <br />following: <br />i. Any material breach of the terms, conditions, and obligations of this <br />Agreement by the City; <br />3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, <br />City shall have the right to remove all signs, logos, and marks in all locations throughout the <br />Facility. <br />4. First Right of Renewal. <br />a. Primary Sponsor shall have the first right to renew this Agreement beyond the <br />Expiration Date by delivering written notice of its desire to do so at least one year <br />before the Expiration Date. <br />b. If Primary Sponsor provides notice of its desire to renew the Agreement, the parties <br />will enter into a good faith negotiation to renew the Agreement on terms acceptable <br />to both parties. All of the terms of the Agreement shall be subject to negotiation. <br />c. If terms to a new Agreement are not agreed to six (6) months before the Expiration <br />Date, the parties may, at their option, continue negotiations, but the City shall have <br />the right to negotiate with third parties for a new Naming Rights Agreement and <br />doing so will not constitute bad faith. <br />d. This First Right of Renewal does not obligate either party to agree to a renewed <br />agreement, nor to agree to any particular terms of a new agreement. The intent of <br />4 <br /> <br />