§ 12. Forfeiture.

If [the] cable operator should violate any of the material terms, conditions, and provisions for this franchise, or if [the] cable operator shall fail to comply with any lawful provisions of any ordinance of the county, and [the] cable operator should further continue to violate or fail to comply with the same for an unreasonable period after [the] cable operator shall have been notified in writing by [the] board to cease and desist from any such violation or failure to comply so specified, the cable operator may be deemed to have forfeited and shall thereby forfeit all rights and privileges granted by this franchise; providing, however, that

(i)

Such forfeiture shall be effective only if declared by a written decision of the board after public hearing before the board affording [the] cable operator due process and full opportunity to be heard and to respond to any such notice of violation or failure to comply; and

(ii)

The board may, in its discretion and upon a finding of violation or failure to comply, impose a lesser penalty than forfeiture of this franchise or excuse the violation or failure to comply.

[The] cable operator shall have the right to submit for adjudication to a court of competent jurisdiction any findings by the board of violations or failure to comply so specified, and any resultant penalty. It is agreed that any dispute between [the] cable operator and [the] board will first be submitted to the appropriate courts of the Commonwealth of Virginia which have jurisdiction of the subject matter. In the event that a forfeiture is declared by the board, [the] cable operator shall be afforded a period of six (6) months within which to sell, transfer, or convey the cable system to a qualified purchaser at fair market value. Any qualified purchaser must be approved by the board, which approval shall not be unreasonably withheld. Such six (6) month period shall begin to run from the effective date of the final order or decision imposing forfeiture, entered after the final determination, unless enjoined or stayed by order of an appropriate court. The remedies set forth herein are not exclusive and do not prohibit the franchising authority, from exercising any other lawful remedies available to it under the laws of the United States or the State of Virginia.