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5.2 No Representations about Future Agreements. The ELKS further <br />acknowledges and agrees that nothing in this MOU or the CITY's cooperation in satisfying its <br />obligations under this MOU shall be deemed a promise, representation or guaranty that the <br />Parties will reach any future agreement, or that the CITY will provide City assistance. <br />6. Default. <br />6.1 Cure. Failure or delay by either Party to perform any material term or <br />provision of this MOU shall constitute a default under this MOU. If the Party who is claimed to <br />be in default by the other Party cures, corrects or remedies the alleged default within fifteen (15) <br />calendar days after receipt of written notice specifying such default, such Party shall not be in <br />default under this MOU. The notice and cure period provided in the immediately preceding <br />sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than <br />fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this <br />Section shall be automatically reduced to the number of days remaining in the Negotiation <br />Period. <br />6.2 Notice. The Party claiming that a default has occurred shall give written <br />notice of default to the Party claimed to be in default, specifying the alleged default. Delay in <br />giving such notice shall not constitute a waiver of any default nor shall it change the time of <br />default. However, the injured Party shall have no right to exercise any remedy for a default <br />under this MOU, without first delivering written notice of the default. <br />6.3 Breach. If a default of either Party remains uncured for more than fifteen (15) <br />calendar days following receipt of written notice of such default, a "breach" of this MOU by the <br />defaulting Party shall be deemed to have occurred. In the event of a breach of this MOU, the <br />sole and exclusive remedy of the Party who is not in default shall be to terminate this MOU by <br />serving written notice of termination on the Party in breach. <br />7. Termination. This MOU shall terminate upon the occurrence of any of the following: <br />(a) the end of the Negotiation Period, subject to any extensions approved by the Parries pursuant <br />to Section 2; or (b) termination of this MOU by either Party pursuant to Section 6. <br />S. Prohibition Against Assignment. The identity of the ELKS and its principals are of <br />particular concern to the CITY. It is because of this identity that the CITY has entered into this <br />MOU with the ELKS. During the Negotiation Period, no voluntary or involuntary successor -in- <br />interest of the ELKS shall acquire any rights or powers under this MOU, nor shall the ELKS <br />assign all or any part of this MOU without the prior written approval of the CITY, which the <br />CITY may grant, withhold, or deny in its sole and absolute discretion. Any purported transfer of <br />this MOU, voluntarily or by operation of law, shall be null and void and shall confer no rights <br />whatsoever upon any purported assignee or transferee, unless otherwise approved in writing by <br />the CITY. <br />9. General Provisions. <br />9.1 Governing Law; Jurisdiction and Venue. This MOU shall be interpreted and <br />enforced in accordance with the provisions of California law in effect at the time it is executed, <br />without regard to conflicts of law provisions, and as such laws may be amended from time to <br />