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<br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless <br />agreement applies to all claims for damages, just compensation, restitution. judicial or equitable <br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this <br />Section or by reason of the terms of, or effects, arising from this Agreement. LICENSEE further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the LICENSOR, <br />including fees and costs for special counsel to be selected by the LICENSOR, regarding any <br />action by a third party challenging the validity of this Agreement, or asserting that personal <br />. injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the ternlS ot~ Of etTects arising from this Agreement. <br />LICENSOR may make all reasonable decisions.with respect to its representation in any legal <br />proceeding. <br /> <br />14. ASSIGNMENT <br /> <br />" LICENSEE shall not assign this Agreement nor sublet the Premises or any <br /> <br />interest therein without the written consent of LICENSOR. Any assignment or subletting by <br /> <br />LICENSEE without the written cQnsent to LICENSOR, or any assignment or subletting by <br /> <br />operation oflaw, shan be void and shall, at the option ofUCENSOR, terminate this Agreement. <br /> <br />15. INVAlIDIT'( <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or <br /> <br />affect the validity of any other prevision of this Agreement. <br /> <br />16. JURISDICTION <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. <br /> <br />l7. WAIVER <br /> <br />The waiver by LICENSOR of any breach of any provision of the Agreement shall not <br /> <br />constitute a continuing waiver or wavier of any subsequent breach of the same or a different <br /> <br />provision ofthis Agreement. <br /> <br />5 <br />