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ARTICLE V <br />OPTION TO TERMINATE AGREEMENT <br />Section 5.1. Option to Terminate. (a) This Agreement may be terminated by <br />either the Owner or the Developer, if (i) the Developer and the Owner are in compliance with all <br />material terms of this Agreement and no Event of Default has occurred; and (ii) the City fails to <br />comply with any material term of this Agreement, and, after written notice by the Developer or <br />Owner of such failure, the City has failed to cure such noncompliance within ninety (90) days of <br />receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City within <br />ninety (90) days, of receipt of such notice, the City has not provided assurances, reasonably <br />satisfactory to the Developer and the Owner, that such noncompliance will be cured as soon as <br />reasonably possible. <br />(b) At any time upon ten (10) days written notice to the City, either the Owner <br />or the Developer may elect to terminate this Agreement upon the Developer's repayment in full of <br />all portions of the TIF Amount previously paid to the Developer by the City. <br />Section 5.2. Action to Terminate. Termination of this Agreement pursuant to Section <br />5.1 must be accomplished by written notification by the Developer, or the Owner, to the City. <br />Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to this <br />Article V, this Agreement, including without limitation any representations or covenants made <br />herein or obligations hereunder, shall be from such date forward null and void and of no further <br />effect; provided, however, the termination of this Agreement shall not affect the rights of either <br />party to institute any action, claim or demand for damages suffered as a result of breach or default <br />of the terms of this Agreement by the other party in each case, or to recover amounts which had <br />accrued and become due and payable prior to the date of such termination. Upon termination of <br />this Agreement pursuant to this Article V, the Owner and the Developer shall be free to proceed <br />with the Project at its own expense and without regard to the provisions of this Agreement; <br />provided, however, that the City shall have no further obligations to the Developer with respect to <br />reimbursement of the expenses set forth in Section 3.2. <br />15 <br />13580713v3 <br />