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SCE Doc. 319076, 326955, 315675 Att, Contract No, 9,3275 <br />(Formerly contract No. L2167) <br />23, Expensq: Licensee will perform and pay all obligations of Licensee under this Agreement. <br />All matters or things required by Licensee will be performed and paid for at the sole cost and expense of <br />Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters <br />or things, <br />24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, <br />transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so <br />will be void and confer no right on any third party, <br />25. Comnlianoe with Law: Licensee will comply with all applicable federal, state, county and <br />local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning <br />restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities <br />now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto, Licensee <br />will obtain all permits and other governmental approvals required fn connection with Licensee's activities <br />hereunder. Licensee shall hold harmless, defend and indemn* Licensor, its officers, agents and <br />employees, and its successors and assigns, from and against all claims, lose, damage, actions, causes <br />of actions, expense and/or liability arising from or resulting from any violation of this provision. <br />26, Qovernina Law: The existence, validity, construction, operation and effect of this <br />Agreement and all of its terms and provisions will be determined in accordance with the laws of the ,State <br />of California, <br />27, hidemnificarioly: Licensee shall hold harmless, defend and indemnify Licensor, its <br />officers, agents and employees, and its successors and assigns, from and against all claims, loss, <br />damage, actions, causes of actions, expense and/or liability arising from or growing out of loss or <br />damage to property, including that of Licensor, or injury to or death of persons, including employees of <br />Licensor roaulVag in any manner whatsoever, directly or indirectly, by reason of this Agreement or the <br />use or occupancy of the Property by Licensee or any person claiming under Licensee. <br />23. Termination: Licensor or Licensee may terminate this Agreemont, at aqy time, for any <br />reason., upon thirty (30) days notice in writing. Additionally, Licensor may immediately tormtoate this <br />Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation <br />(indemnify or otherwise) which Licensee may have incurred. Upon termination, Licensor may <br />immediately recover from Monaco all amounts due and owing hereunder, plus interest at the maximum <br />rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate <br />Licensor for all the detriment proximately caused by Licensee's failure to perform its obligations under <br />this Agreement, Licensee's continued presence after tormination shall be deemed a trespass. In the event <br />of a termination for any reason other than non-payment of the Licenso foe, Licensor shall refund any <br />previously collected/pre-paid License fees covering the unused portion of the remaining term, to the <br />extent such fees exceed any offset claimed by Licensor under the Agreement <br />29. Events of Default: In addition to material defaults otherwise desorfbed herein, the <br />occurrence of any of the following shall constitute a material default and breach of this Agreement by <br />Licensee: <br />(a) Any failure by Licensee to ,pay the consideration due under Article 3, or to make any <br />other payment required to be made by Licenaeo when due. <br />(h) The abandonment or vacating of the Property by Licensee. <br />Initial( �)j G(„_� ) <br />Lice r/Licensee <br />-9- <br />Revs 20re-05-i1 Q9-KB <br />