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SCE Doc. 319004 Art. Contract No. 9.5074
<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 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 in connection with Licensee's activities
<br />hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and
<br />employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes
<br />of actions, expense and/or liability arising from or resulting from any violation of this provision.
<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 State
<br />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 or Licensee may terminate this Agreement, at any time, for any
<br />reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this
<br />Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation
<br />(indemnity or otherwise) which Licensee may have incurred. Upon termination, Licensor may
<br />immediately recover from Licensee 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 termination shall be deemed a trespass. In the event
<br />of a termination for any reason other than non-payment of the License fee, 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 described 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 Licensee 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 24.
<br />Rev8 2016-05-I1 GS -HB
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<br />251-11
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<br />Licensor/Licensee
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