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SUCH FAILURE FROM THE NON - DEFAULTING PARTY; PROVIDED, <br />HOWEVER, THAT IF SUCH DEFAULT CANNOT REASONABLY BE CURED <br />WITHIN SUCH THIRTY -DAY (30) PERIOD AND IF THE FIRST PARTY IS <br />PROCEEDING PROMPTLY AND WITH DUE DILIGENCE IN CURING THE <br />SAME, THE TIME FOR CURING SUCH DEFAULT SHALL BE EXTENDED <br />FOR A REASONABLE PERIOD OF TIME, AS NECESSARY TO COMPLETE <br />SUCH CURING. <br />11. NOTICE <br />11.1 Notice Addresses. Unless otherwise provided in this IRU Agreement, all notices and <br />communications concerning this IRU Agreement shall be in writing and addressed as <br />provided in the License Agreement. <br />12. RELATIONSHIP OF THE PARTIES <br />12.1 Relationship of the Parties. The relationship between Grantor and Grantee shall not be <br />that of partners, agents, or joint venturers for one another, and nothing contained in this <br />IRU Agreement shall be deemed to constitute a partnership or agency agreement between <br />them for any purposes, including federal income tax purposes. <br />13. FORCE MAJEURE <br />13.1 Force Majeure Event. Notwithstanding anything contained herein to the contrary, <br />neither Grantee nor Grantor shall be liable for any failure or delay in performing its <br />obligations hereunder, or for any loss or damage resulting therefrom, due to the following <br />Force Majeure Events: <br />(a) an act of God, a natural disaster or act of war (including terrorism), civil <br />emergencies and labor unrest or strike, untimely delivery of equipment, pole hits, <br />and unavailability of essential equipment, services and /or materials, or <br />(b) an explosion, fire or other casualty or accident, which is not the result of gross <br />negligence, an intentional act or misconduct on the part of either Party. <br />14. CONFLICT WITH LICENSE AGREEMENT <br />14.1 For as long as the License Agreement is in full force and effect, in the event of any <br />conflict between this IRU Agreement and the License Agreement, the provisions of the <br />License Agreement will prevail. <br />15. ASSIGNMENT <br />15.1 This IRU Agreement shall not be assigned, transferred, sold or disposed of, by <br />Grantor in whole or in part, by voluntary sale, merger, consolidation or otherwise by <br />force or involuntary sale, without the expressed written consent of the Grantee, approved <br />by passage of an ordinance. Notwithstanding this provision, a transfer of this IRU <br />