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11.2.1 To the extent such Impositions are not
<br />separately assessed, allocated to or imposed on the
<br />GRANTEE Fibers, GRANTOR will pay all such
<br />Impositions. GRANTORahallmlify GRANTEETT
<br />such Imposition, and GRANTEE shall promptly
<br />reimburse GRANTOR fm GRANTEE's share of all
<br />suchlmposilions.
<br />11.22 "GRANTEE'. share "shall mean
<br />GRANTEE's pro rata share of such Impositions based
<br />on the relative number of GRANTEE Fibers in the
<br />affected porion ofthe GRANTOR System compared
<br />with the total number offibers in the affected portion of
<br />the GRANTOR System during the relevant tax pwind.
<br />113 GRANTOR and GRANTER agree to wopemte fully in the
<br />preparation of any returns or reports relating to the
<br />Impositions. GRANTOR and GRANTEE. further
<br />acknowledge and agree that the provisions ofthis sec rot,
<br />are intended to allocate the Impositions on procedures and
<br />methods of computation that are in effect on the date of this
<br />Agreement. Material changes in such pre rdarea and
<br />methods could significantly alter the fundamental economic
<br />assumptions of the parties underlying this Agreement,
<br />Amordingly, the parties agree that, if such procedures or
<br />methods of computation change materially, the parties will
<br />negotiate it, good faith an amendment to this $L. TQ�to
<br />preserve, to the extent masasibly predicable, the aconemic
<br />intent and effect of this SECTION.
<br />11.4 "Impositions" means all taxes, fees, levies, imposes, deli s,
<br />charges or withholdings of any nature (other than franchise,
<br />license and permit fees), together with any penalties, fines w
<br />interest thereon, arising out of the transactions contemplated
<br />by this Agreement that are imposed upon the GRANTOR
<br />System by any federal, stale or local government or other
<br />public lazing authority.
<br />120 NOTICES
<br />12.1 All notices and other communications required or permitted
<br />under this Agreement shall be in writing and shall be given
<br />by United States first dazs mail, postage prepaid, registered
<br />or certified, return receipt requested, or by hand delivery
<br />(including by means of is professional messenger service or
<br />overnight mail) addressed as follows:
<br />All noliees and other communications shall be given to
<br />GRANTER
<br />Eveusuar s
<br />&ID W. St Clair Ave. 2°s Floor
<br />Cleveland, 0f 44113
<br />Arm Erelt Lindsey, President
<br />All notices and other communications shall be given to
<br />GRANTOR at
<br />City of lokoomicl
<br />Alin: Caw Department
<br />12650Daacit Avenue,
<br />Lakewood, Ohio 44107
<br />122 Any such notice or other mmmunicalion shall be conclusively
<br />deemed to be effective when ac u ilt, received or refused.
<br />Either Party may by similar ounce given change the address to
<br />which future notices or other emmunications shall be sent,
<br />but such change shall not be effective until ten (10) days after
<br />notice of address change is effective.
<br />eversti cam
<br />13.0 DEFAULT
<br />13.1 A default shall be deemed to have occurred under this
<br />Agreement if, in the case of a material breach of this
<br />Agreement, a Party fails to cure such material breach within
<br />thirty (30) days after notice specifying such branch, provided
<br />that if the breach is of a nature that cannot be curd! within
<br />thirty (30) days, is default shall net have occurred an long as
<br />the breaching Party has commenced to cure within said time
<br />period said thereafter diligently pursues such cure to
<br />completion.
<br />13.2 Notwithstanding anything to the contrary in this Agreement,
<br />once GRANTEE has paid the IRU Pee to GRA \TOR, prior
<br />to the expiration of the Term of this Agreement, GRANTOR
<br />may not terminate GRANTEE's rights in the GRANTEE
<br />Fibers for any reason
<br />13.3 Notwithstanding any other precision of this Agreement, in
<br />the event, regardless of reason or GRANTOR's good faith
<br />attempts, GRANTOR does not or is unable to perform the
<br />ervdces described in this Agreement or the Maintenance
<br />Agreements or does not or is unable perform services in
<br />compliance with the standards and specifications set forth in
<br />this Agreement or the Maintenance Agreement, GRANTEE
<br />may (but is not obligated), upon written notice to GRANTOR
<br />reasonable under the circumstances but without authorisation
<br />from GRANTOR, perform such services or work and /or take
<br />such action that it deems necessary without subjecting itself
<br />m any liability to GRANTOR. In such instances, GRANTEE
<br />may request GRANTOR to pay GRANTEE an amount equal
<br />to the actual costs of such services, work andbr take such
<br />aclioa performed by GRANTEE. If GRANTEE requests
<br />payment, GRA NTOR will remit payment to GRANTEE
<br />within thirty (30) days from the date ofGRANTEE's invoice
<br />13.4 The Parties w1amovtedge and agree that irreparable damage
<br />would occur in the event that any of the pmcisions of this
<br />Agreement ware not performed in accordance with their
<br />specific terms and agree tha4 due to the unique subject matter
<br />covered by this Agreement, each Party shall be entitled to
<br />specific performance of the obligations hereunder and /m
<br />i mmative relief, this being in addition to any other right or
<br />legal remedy available to such Party.
<br />14.0 REPRESENTATIONS, 1VARRANTIE ANU
<br />ACKNOWLEDGMENTS
<br />14.1 Each Party represents and warrants that
<br />14.1.1 it has the full right and authority to enter
<br />into, execute, deliver and perform its obligations under
<br />this Agreement;
<br />14.1.2 this Agreement constilm. a lgal, valid and
<br />binding obligation enfaceable against such party in
<br />accordance with its terms, subject to bankrupey,
<br />insolvency, creditors' rights and general equitable
<br />principles; and
<br />14.1.3 if Grantor is insolvent ownership of
<br />Grantee's assigned IRU fiber shall transfer to the
<br />Grantee for its own use, maintenance, restoration and
<br />lateral constriction for the balance of the contracted
<br />term; a it
<br />14AA its execution of and perb armare under this
<br />Agreement shall not violate any applicable existing
<br />regulations, rates, statutes or court orders of any local,
<br />state or federal government agency, court at body.
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