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6.4.1 The Village will have the right to terminate, without cause, any Major Segment(s) <br />with six (6) months prior notice and the Village will be responsible for any termination charges <br />or other termination liability that may be imposed on OneCommunity by a Facility Owner(s) or <br />any other entity. OneCommunity will make the Village aware of any agreements entered into <br />with a Facility Owner that include such termination liability. In the event OneCommunity fails <br />to make the Village aware of such agreements entered into with a facility owner that include <br />such termination liability, the Village shall not be responsible for any termination liability that <br />may be imposed on OneCommunity by said facility owner(s). <br />6.4.2 Notwithstanding the foregoing, in the event of breach, either Party may terminate <br />this Agreement upon thirty (30) days prior written notice, provided that the Party in breach does <br />not cure the breach within the thirty (30) days after receipt of written notice thereof. <br />6.4.3 The Village may terminate this Agreement after payment of the initial deposit as <br />set forth in Section 3.1.1 herein and before the Acceptance Date upon six (6) months advanced <br />written notice and only upon payment.to OneCommunity of all Costs and expenditures incurred <br />for the Work completed as of the date of such termination. <br />6.4.4 Upon six (6) months advanced written notice, the Village may terminate the <br />Agreement after the Village has paid the Construction Charges and all Maintenance Fees through <br />December 31st of the year in which the Village terminates the Agreement. The Maintenance Fee <br />shall not be prorated for the year in which the Village terminates the Agreement. <br />Section 7. Warranties. <br />7.1 Warranties Relating to Agreement Validity. In addition to any other representations <br />and warranties contained in this Agreement, each Party hereto represents and warrants to the <br />other that: <br />7.1.1 it has the full right and authority to enter into, execute, deliver, and perform its <br />obligations under this Agreement; <br />7.1.2 it has taken all requisite corporate action to approve the execution, delivery, and <br />performance of this Agreement; <br />7.1.3 this Agreement constitutes a legal, valid and binding obligation enforceable <br />against, such Party in accordance with its terms; and <br />7.1.4 its execution of and performance under this Agreement will not (i) violate any <br />applicable existing regulations, rules, statutes, or court orders of any local, state, <br />or federal government agency, court, or body, or (ii) result in a breach of or <br />default under any agreement with any third parties (including, as applicable, <br />Facility Owners, Required Rights holders and lenders), except to the extent that <br />any such breach or default reasonably would not be expected to materially and <br />adversely effect such Party's performance of its obligations under this Agreement. <br />9 As of 09/29/2009 <br />