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ININ:11:1ifi 3.1.3 No Acceleration. It is acknowledged by the parties that any payments by City provided for in this Agreement may only be paid for those periods in which City receives the performance of TAC pursuant to this Agreement. Therefore, the failure of City to make any payments or the failure by City to perform any of its other obligations hereunder shall not cause the acceleration of any anticipated future City Consideration payments by City to TAC. 3.2 Conditions Precedent to City's Obligations. City's obligation to perform hereunder, including without limitation its obligation to pay the City Consideration pursuant to Section 3.1 of this Agreement, shall be contingent and conditional upon TAC's full and satisfactory performance of its obligations set forth in this Agreement. Notwithstanding the foregoing, any delay by TAC in sending reports or other information to the City, or the existence of inadvertent errors in reports or information sent by TAC to the City, shall not constitute either a breach of this Agreement or a waiver of TAC's right to receive the City Consideration payable under this Agreement. However, such delay or error by TAC may result in a delay in the City's payment of City Consideration to TAC to the extent that such delay or error by TAC causes the City to be unable to meet its payment obligations on a timely basis. 3.3 Disclosure of Payments. TAC agrees that the City Consideration payments and the amounts thereof do not constitute a violation of Revenue and Taxation Code Section 7056 or any other provision of law pertaining to the disclosure of sales tax information, shall be a matter of public record, may be disclosed to any person, and may be included on the City's warrant register. TAC waives any law that is contrary to any of the agreements in this Section 3.3. 4. TERMINATION RIGHTS. 4.1 City Termination Rights. Subject to the force majeure provisions of Section 5.11 below, City shall have the right to terminate this Agreement if, following the Commencement Date, Required Operations are not conducted within the City fora period of ninety (90) consecutive days. 4.2 TAC Termination Rights. After TAC has been conducting Required Operations in the City for five (5) continuous years from the Commencement Date, TAC may terminate this Agreement for any reason (or no reason) upon one hundred eighty (ISO) days written notice to the City. 4.3 Mutual Termination Rights. City makes no representation or warranty to TAC as to the legality of the City Consideration payments or the City's authority to make such payments. In the event that a final, non -appealable judgment or decree is rendered against City invalidating its payment obligations set forth in this Agreement, either City or TAC may terminate this Agreement by delivery of written notice of termination to the other party. GENERAL PROVISIONS. 5.1 Entire Agreement, and Amendments. This Agreement incorporates all of the terns and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous 75B-9