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6.10 Page 42 10.2 Transfer of Ownership. The dissolution, merger, consolidation, or other reorganization of the Licensee's corporation, association, partnership or limited liability company or the sale or other transfer of fifty one percent (51 %) or more of the assets of the corporation shall be deemed an assignment within the meaning and provisions of this Paragraph. If the Licensee shall assign fifty one percent (51 %) or more of the ownership of Daily Boost, Licensee shall provide written notice sixty days (60) before the assignment. The Licensor shall, at its discretion renegotiate the Agreement, including the terms, fees, or any and all portions of the Agreement. 11. ALTERATIONS 11.1 Licensee shall not make or suffer to be made any alterations, additions, or improvements (collectively "Alterations") in, on, or to the Premises without the prior written consent of Licensor. 12. LIENS 12.1 Licensee shall not permit any mechanic's or material men's liens, stop notices or other liens (collectively "Liens") to be filed against the Premises nor against Licensee's interest therein by reason of labor or materials furnished to the Premises at Licensee's instance or request. If any such liens are filed against the Premises, Licensee shall cause the same to be discharged of record, either by payment of the claim or by posting and recording the bond contemplated by the California Civil Code Section 3143, within 20 days after demand by City. Licensee shall indemnify, hold harmless, and defend City from and against any such liens. 13. ABANDONMENT 13.1 Licensee shall not vacant or abandon the Premises at any time during the term hereof, and if Licensee shall abandon, vacate or surrender the Licensed Premises, or be dispossessed by process of law or otherwise, it shall be a material default under this Agreement. 14. LICENSEE'S BROKER COMMISSION 14.1 In the event a license is executed between Licensor and Licensee as to the Premises, Licensor is not responsible for payment of any commission to any person. Any payment of a commission is the sole responsibility of Licensee. 15. RELOCATION 15.1 Licensee understands and acknowledges that, as an occupant, this Agreement or any future license agreement creates no rights under federal, state or local law to receive relocation benefits or any advisory assistance upon termination of any current or future license agreement. Licensee hereby waives and releases the Licensor from any claims for relocation benefits or assistance upon termination of any current or future license agreement under federal, state, or local relocation law. 16. INDEMNIFICATION 16.1 Licensee shall protect, defend, indemnify and hold harmless the Licensor, its respective Council members, officers, employees, volunteers, contractors and agents from any and all actions, causes of action, claims, losses, expenses A TTY/AGR/2007 .068 110107 6