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8 <br /> voluntary or involuntary insolvency proceedings, bankruptcy proceedings <br /> or reorganization. <br /> C. Notice of Default. When either party to this Agreement believes that the other <br /> party (the "Defaulting Party") has committed an Event of Default, it shall give <br /> written notice thereof to the Defaulting Party, and the Defaulting Party shall, <br /> except in the case of a failure to insure, have ten (10) days in the event of a <br /> payment default, or such longer period (not to exceed a period of thirty (30) days <br /> unless the Defaulting Party has begun to cure within the thirty(30) day period and <br /> is diligently pursuing such cure) as shall be reasonably necessary due to weather, <br /> growing conditions, or other such factors beyond the reasonable control of the <br /> Defaulting Party, within which to cure the default. <br /> D. Remedy. If the Defaulting Party does not cure the default within the grace period <br /> provided herein, the other party may terminate this Agreement on five (5) days <br /> written notice to the other party and pursue all rights and remedies available in <br /> law or equity, including payment of accrued amounts pursuant to the scope of <br /> work herein, subject to legitimate offsets. <br /> 9. TERMINATION AND CANCELLATION: <br /> A. Automatic Termination. This Agreement shall automatically terminate upon <br /> expiration of the Term of the Agreement unless extended upon terms agreeable to <br /> both parties. Upon termination of this Agreement, Premier Golf Centers, LLC <br /> shall release,transfer, assign, and quitclaim all of the assets of the Facility (other <br /> than assets or personal property purchased with Premier Golf Centers, LLC's own <br /> funds that are readily separable from the Facility) to the City; provided any claim <br /> Premier Golf Centers, LLC may have for compensation will survive such transfer. <br /> B. Assets to be Transferred. Said assets shall include, but shall not be limited to, all <br /> of Premier Golf Centers, LLC right, title and interest, if any, to any of the <br /> following arising out of activities of the Facility, advances from the City, or <br /> revenues of the Facility (other than insurance proceeds relating to liabilities not <br /> required to be assumed by the City), but specifically excluding Premier Golf <br /> Centers, LLC personal property purchased with Premier Golf Centers, LLC's own <br /> funds and located on the Facility. Such assets transferred to the City also include, <br /> but are not limited to, the following: cash and cash equivalents, accounts <br /> receivable; other receivables; all equipment, furniture, fixtures, inventory and <br /> supplies; prepaids and deposits; Agreement rights; trade names; phone numbers <br /> for the Facility; books and records; club and individual books; and goodwill. <br /> C. Liabilities. Premier Golf Centers, LLC shall defend, indemnify and hold the City <br /> harmless from any and all debts and liabilities incurred by Premier Golf Centers, <br /> LLC prior to the effective date of the termination. <br /> D. Closing. The transfer of assets and payment of any sums due Premier Golf <br /> Centers, LLC shall occur on or within ninety (90) days following the date on <br /> which this Agreement is terminated. <br /> 09 <br /> u <br /> 6 <br />