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.' Agreements five or more times, and Owner delivers prompt written notice of each such occurrence to Manager. Section 3.2 Termination. (a) This Agreement may be terminated (i) by either Party upon thirty (30) days written notice, specifying the basis for such termination, if the other Party fails to perform or comply with any of the material terms, covenants, agreements, or conditions hereof, and such failure is not cured during such thirty (30) day notification period (an "Event of Default"), or (ii) by either party immediately by written notice upon the other party beingjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of the other party shall be appointed and shall not be discharged within one hundred and twenty (120) days after appointment, or if either party shall make an assignment of its property for the benefit of creditors or shall file a voluntary petition in bankruptcy or insolvency, or shall apply for bankruptcy under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State or otherwise, or if such petition shall be filed against either party and shall not be dismissed within one hundred and twenty (120) days after such filing. . (b) In the event this Agreement expires or is terminated prior to the end of the Term for convenience or as a result of Owner's default hereunder, in addition to the other amounts due Manager hereunder, the Owner shall pay Manager the accrued revenue, computed on a pro-rata basis to the effective date of termination (if applicable) plus an amount agreed by the Parties for events and other such performances occurring after such termination, but booked by Manager prior to termination (Owner hereby agreeing to negotiate in good faith for the payment of an amount that is proportionate to the work related to such events performed by Manager); provided, however, that no such payments shall be due to Manager in the event of any termination as a result of Manager's default hereunder, Additionally, in the event this Agreement is terminated due to a breach by the Owner or terminated for convenience by the Owner, the Owner shall pay Manager a "Demobilization Sum" equal to those costs actually incurred by Manager (including without limitation, amounts actually paid to artists) in connection with removing and relocating personnel, terminating and/or assigning contracts or leases, and other costs actually incurred by Manager in withdrawing from the provision of services hereunder, as well as other damages that may be agreed by owner or awarded by any court or tribunal adjudicating a dispute between the Parties related to such termination, Manager shall provide the Owner with written documentation of all such expenses prior to payment by the Owner. (c) The Owner may terminate this Agreement if the Manager fails to secure the performance of25 Pavilion Events during each Operating Year, except to the extent that one or more scheduled Pavilion Events are prevented as a result of Owner's default hereunder, force majeure, casualty to or condemnation of the Facility; provided, with respect to prevention as a result of force majeure, Manager notifies Owner of the circumstance within one week of the occurrence of the force majeure preventing the Pavilion Event. (d) Upon termination or expiration of this Agreement for any reason, Manager shall (i) promptly discontinue the performance of all services hereunder, (ii) deliver or otherwise make available to the Owner all data, electronic files, documents, procedures, reports, estimates, summaries, . 3