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25. Governing 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 <br />State of California. <br />26. Indemnification: 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 resulting 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 />27. Termination: This Agreement may be canceled and terminated by either Licensor or <br />Licensee, at any time, for any reason, upon thirty (30) days notice in writing. Licensee will peaceably <br />quit, surrender and, prior to termination date, restore the Property to a condition satisfactory to the <br />Licensor. Termination, cancellation or expiration does not release Licensee from any liability or <br />obligation (indemnity or otherwise) which Licensee may have incurred. Licensee's continued presence <br />after termination shall be deemed a trespass. <br />28. Events of Default: The occurrence of any of the following shall constitute a material <br />default and breach of this Agreement by Licensee: <br />(a) Any failure by Licensee to pay the consideration due in accordance with Article 3, or to <br />make any other payment required to be made by Licensee hereunder when due. <br />(b) The abandonment or vacating of the Property by Licensee. <br />(c) Any attempted assignment or subletting of this Agreement by Licensee in violation of <br />Article 23. <br />(d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or <br />other rule of any governmental agency in connection with Licensee's activities <br />pursuant to this Agreement. <br />(e) A failure by Licensee to observe and perform any other provision of this Agreement to <br />be observed or performed by Licensee, where such failure continues for the time period <br />specified in a written notice thereof by Licensor to Licensee. <br />(f) Any attempt to exclude Licensor from the licensed premises. <br />(g) The making by Licensee of any general assignment for the benefit of creditors; the <br />appointment of a receiver to take possession of substantially all of Licensee's assets <br />located on the Property or of Licensee's privileges hereunder where possession is not <br />restored to Licensee within five (5) days; the attachment, execution or other judicial <br />seizure of substantially all of Licensee's assets located on the Property or of Licensee's <br />privileges hereunder, where such seizure is not discharged within five (5) days. <br />(h) Any case, proceeding or other action brought against Licensee seeking any of the relief <br />mentioned in "clause g" of this Article which has not been stayed or dismissed within <br />thirty (30) days after the commencement thereof. <br />29. Remedies: In the event of any default by Licensee, then in addition to any other <br />remedies available to Licensor at law or in equity, Licensor shall have the immediate option to <br />terminate this Agreement and all rights of Licensee hereunder by giving written notice of termination <br />to Licensee. Upon termination, Licensor will have the right to remove Licensee's personal property <br />from the Property, including but not limited to, buildings, structures and fixtures. In addition, <br />-5-