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I I I Draft 9-24-04 City if any state or federal statute, regulation or other law renders this Agreement ineffectual, impractical or illegal. C. Prime may terminate this Agreement for cause with six months' advance written notice to the City if any unanticipated circumstances affecting Prime materially affect the business purpose for this Agreement. Section 6.02. Termination of this Agreement by Prime under this Part 6 will render this Agreement null and void from that point forward, with each party having no further rights against each other under this Agreement or at law; provided, however, that Prime will be entitled to receive from the City any Grant Payment due Prime for any annual period that is completed before the date of termination. Section 6.03. Each of the following will constitute permissible reasons for the City to terminate this Agreement: A. The City may terminate this Agreement effective immediately if any state or federal statute, regulation or other law renders this Agreement ineffectual, impractical or illegal. B. The City may terminate this Agreement for cause with one year advance written notice to Prime if the additional Yz% sales and use tax enacted by the City under Chapter 321, Subchapter E of the Texas Tax Code is repealed, abolished or reduced pursuant to state law, including a voter initiated petition to abolish or reduce the tax, unless the tax is replaced by and there remains in effect an equivalent local sales and use tax the proceeds of which are controlled by the City and legally subject to grant distribution under this Agreement. Section 6.04. Termination by the City under this Part 6 will render this Agreement null and void from that point forward, with each party having no further rights against each other under this Agreement or at law; provided, however, that Prime will be entitled to receive from the City any Grant Payments due Prime for any Annual Period that is completed before the date of termination, and for any portion of an incomplete Annual Period (pro rata) up to the date of termination. PART 7. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY Section 7.01. This Agreement will be assignable to each new owner of the Facility, or to financing entities in the event third party financing is sought, for the balance of the term of this Agreement. Transfers which result in a continuation of business at the Facility in the same general manner as operated under Prime are consented to and do not require further City Council approval; in this case, Prime or its successor will give written notice to the City within lO days after the transaction, and Prime or the successor will be released of any further duties or obligations under this Agreement. Section 7.02. For transfers which will not result in a continuation of business as described above , this Agreement may be assigned to a new owner of the Property with the written consent ofthe City Council, which will not be unreasonably withheld. City of San MarcoslPrime Economic Development Agreement Page 6 of 9