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1 the County of San Mateo, the Agency and with all applicable regulations promulgated 2 by federal, state, regional, or local administrative and regulatory agencies, now in force 3 and as they may be enacted, issued, or amended during the Term, collectively, the 4 "Laws"). In the event of any conflict between this Agreement and Laws, the 5 requirements of the Laws shall govern, and Contractor shall not be in breach of this 6 Agreement if Contractor complies with the Laws in contravention of this Agreement, 7 provided that nothing in this Section is intended to limit or enlarge Contractor's 8 obligations or diminish its right to satisfy its obligation to provide Solid Waste, 9 Recycling, and I'lant Materials services. 10 11 12.03 Governing Law. This Agreement shall be governed by, and construed 12 and enforced in accordance with, the laws of the State of California. 13 14 12.04 Jurisdiction. Any lawsuits between the parties arising out of this 15 Agreement shall be brought and concluded in the courts of the State of California, 16 which shall have exclusive Jurisdiction over such lawsuits. With respect to venue, the 17 parties agree that this Agreement is made in and will be performed in San Mateo 18 County, California. 19 20 12.05 Assignment by Contractor. 21 22 A. Permitted Assignments. Contractor shall have the right to assign 23 this Agreement to any other company which is owned and controlled by Browning- 24 Ferris Industries, LLC., provided that such company is (i) qualified to do business in 25 California, has a net worth at least equal to that of Contractor, and assumes in writing 26 all of Contractor's obligations under this Agreement prior to or concurrently with such 27 assignment, and (ii) provides the performance bond as required of Contractor and (iii) 28 the guaranty described in Section 12. 18 remains in full force and effect. Contractor 29 shall not otherwise assign its rights nor delegate or otherwise transfer its obligations 30 under this Agreement to any other Person. 31 32 B. Assignment Defined. For the purpose of this Section, when used 33 in reference to Contractor, "assignment" shall include, but not be limited to (1) a sale, 34 exchange or other transfer of substantially all of Contractor's assets dedicated to service 35 under this Agreement to a third party; (ii) a sale, exchange or other transfer of 36 outstanding common stock of Contractor to a third party provided said sale, exchange 37 or transfer may result in a change of control of contractor; (iii) any dissolution, 38 organization, consolidation, merger, re-capitalization, stock issuance or re-issuance, 39 voting trust, pooling agreement, escrow arrangement, liquidation or other transaction 40 to which results in a change of ()wnership or control of Contractor; (iv) any assignment 41 by operation of law, including insolvency or bankruptcy, making assignment for the 42 benefit of creditors, writ of attachment for an execution being levied against this 43 Agreement, appointment of a receiver taking possession of Contractor's property, or 44 transfer occurring in the event of a probate proceeding; and (v) any combination of the Atty j Agrj2005.022 060205 -64-