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4, MISCELLANEOUS. 4. 1 . Entire Agreement. This Agreement, including Exhibits A and B, and the DDA set forth all the agreements between Fox, City, and GFV concerning the Events and the Police Substation Lease; and there are no agreements either oral or written other than as set forth herein. 4.2. Time of Essence. Time is of the essence of this Agreement. 4.3. Severability. If any provision of this Agreement or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the remaining provisions of this Agreement and the application thereof shall remain in full force and effect and shall not be affected, impaired or invalidated. 4.4. Law. This Agreement shall be construed and enforced in accordance with the law of the state of California, without reference to its choice of law provisions. 4.5. Assignment. City shall not assign, sublet or otherwise transfer, whether voluntarily or involuntarily or by operation of Law, this Agreement or any part thereof, without Fox's prior written approval, which may be granted in Fox's reasonable discretion. City's attempted assignment without first obtaining Fox's written consent shall be void at Fox's election. Fox's consent to one assignment shall not be deemed a consent to subsequent assignments and/or sublets. This Agreement may not be assigned by operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void at Fox's election and shall constitute an Event of Default within the meaning of this Agreement, including Exhibits A and B, respectively. The previous paragraph notwithstanding, City may assign its right to hold one or more Events to another public agency or non-profit (an "Assignee"). All Assignees will execute a separate lease agreement with GFV for use of the Fox Theatre. All Assignees will also execute a Waiver, Release, and Indemnification agreement with City respecting each Assignee's use of the Fox Theatre. 4.6. Successors and Assigns. Subject to the assignment provisions herein, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Fox, GFV, and City. 4.7. Third Party Beneficiaries. Nothing herein is intended to create any third party benefit. 4.8. Agency, Partnership or Joint Venture. Nothing contained herein nor any acts of the parties hereto shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture by the parties hereto. 4.9. Interpretation. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of Page 2 of 17 ATTY/AGR/2016.287/FOX THEATER AGREEMENT REV: 0-29-16 JS