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23. Expense: Licensee will perform and pay all obligations of Licensee under this <br />Agreement. All matters or things herein required on the part of Licensee will be performed and paid <br />for at the sole cost and expense of Licensee, without obligation on the part of Licensor to make <br />payment or incur cost or expense for any such matters 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. Compliance with Law: Licensee will comply with all applicable federal, state, county <br />and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, <br />zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public <br />authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent <br />thereto. Licensee will obtain all permits and other governmental approvals required in connection with <br />Licensee's activities hereunder. <br />26. 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 />27. 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 />28. Termination: Licensor may cancel and terminate this agreement, at any time, for any <br />reason for all or any portion of the licensed Property, upon thirty (30) days notice in writing. Licensee <br />may cancel and terminate this agreement at any time, for any reason for all of the licensed Property, <br />upon thirty (30) days notice in writing. In the event Licensee wishes to cancel and terminate this <br />agreement for a portion of the licensed property, Licensee will request Licensor's consent to either an <br />amendment or a new license, such consent may be withheld in Licensor's sole and absolute discretion. <br />To the extent an amendment or new license is granted, Licensee shall peaceably quit, surrender and, <br />prior to termination date, restore the Property being vacated to the condition in which it existed prior <br />to Licensee's use of the Property in a manner satisfactory to Licensor. Termination, cancellation or <br />expiration does not release Licensee from any liability or obligation (indemnity or otherwise) which <br />Licensee may have incurred. Licensee's continued presence after termination shall be deemed a <br />trespass. To the event of a termination for any reason other than non - payment of the License fee, <br />Licensor shall refund any previously collected /pre -paid License fees covering the unused portion of the <br />remaining term. <br />29. 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 />-7- <br />11.20.2012_V9.1 <br />Initial( FAQ )/( ) <br />Licensor /Licensee <br />