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Tracking# 10-41274 <br /> 29. If Licensee fails to surrender to Licensor the Premises, upon any termination of this <br /> License, all liabilities and obligations of Licensee hereunder shall continue in effect until <br /> the Premises are surrendered. Termination shall not release Licensee from any liability <br /> or obligation, whether of indemnity or otherwise, resulting from any events happening <br /> prior to the date of termination. <br /> ASSIGNMENT <br /> 30. (a) Licensee may not sell, assign, transfer, or hypothecate this License or any <br /> interest herein (either voluntarily or by operation of law) without the prior written <br /> consent of Licensor, which consent may not be unreasonably withheld or delayed <br /> by Licensor. Any attempted assignment by Licensee in violation of this <br /> Section 30 shall be a breach of this License and, in addition, shall be voidable by <br /> Licensor in its sole and absolute discretion. <br /> (b) For purposes of this Section 30, the word "assign" shall include without limitation <br /> (a) any sale of the equity interests of Licensee following which the equity interest <br /> holders of Licensee immediately prior to such sale own, directly or indirectly, less <br /> than 50% of the combined voting power of the outstanding voting equity interests <br /> of Licensee, (b) any sale of all or substantially all of the assets of(i) Licensee and <br /> (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as <br /> a whole, or (c) any reorganization, recapitalization, merger or consolidation <br /> involving Licensee. Notwithstanding the forgoing, any reorganization, <br /> recapitalization, merger, or consolidation following which the equity interest <br /> holders of Licensee immediately prior to such reorganization, recapitalization, <br /> merger or consolidation own, directly or indirectly, at least 50% of the combined <br /> voting power of the outstanding voting equity interests of Licensee or any <br /> successor thereto or the entity resulting from such reorganization, <br /> recapitalization, merger or consolidation shall not be deemed an assignment. <br /> THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS <br /> WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN <br /> LICENSOR'S SOLE DISCRETION. <br /> (c) Notwithstanding the provisions of Section 30(a) above or anything contained in <br /> this License to the contrary, in the event Licensee sells, assigns, transfers, or <br /> hypothecates this License or any interest herein in contravention of the <br /> provisions of this License (a "Purported Assignment") to another party (a <br /> "Purported Transferee"), the Purported Transferee's enjoyment of the rights and <br /> privileges granted under this License shall be deemed to be the Purported <br /> Transferee's agreement to be bound by all of the terms and provisions of this <br /> License, including but not limited to the obligation to comply with the provisions of <br /> Section 21 above concerning insurance requirements. In addition to and not in <br /> limitation of the foregoing, Licensee, for itself, its successors and assigns, shall <br /> indemnify, defend and hold harmless Licensor for all Liabilities of any nature, <br /> kind or description of any person or entity directly or indirectly arising out of, <br /> resulting from or related to (in whole or in part) a Purported Assignment. <br /> (d) The provisions of this Section 30 shall survive the expiration or earlier termination <br /> of this License. <br /> Form 424; Rev.04/26/05 <br /> -13-0 <br />