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<br />10.2 Transfer of Ownership. The dissolution, merger, consolidation, or other <br />reorganization of the Licensee's corporation, association, partnership or limited <br />liability company or the sale or other transfer of fifty one percent (51 %) or more of <br />the assets of the corporation shall be deemed an assignment within the meaning <br />and provisions of this Paragraph. If the Licensee shall assign fifty one percent <br />(51%) or more of the ownership of Daily Boost, Licensee shall provide written <br />notice sixty days (60) before the assignment. The Licensor shall, at its discretion <br />renegotiate the Agreement, including the terms, fees, or any and all portions of <br />the Agreement. <br /> <br />11. ALTERATIONS <br />11.1 Licensee shall not make or suffer to be made any alterations, additions, or <br />improvements (collectively "Alterations") in, on, or to the Premises without the <br />prior written consent of Licensor. <br /> <br />12. LIENS <br />12.1 Licensee shall not permit any mechanic's or material men's liens, stop notices or <br />other liens (collectively "Liens") to be filed against the Premises nor against <br />Licensee's interest therein by reason of labor or materials furnished to the <br />Premises at Licensee's instance or request. If any such liens are filed against <br />the Premises, Licensee shall cause the same to be discharged of record, either <br />by payment of the claim or by posting and recording the bond contemplated by <br />the California Civil Code Section 3143, within 20 days after demand by City. <br />Licensee shall indemnify, hold harmless, and defend City from and against any <br />such liens. <br /> <br />13. ABANDONMENT <br />13.1 Licensee shall not vacant or abandon the Premises at any time during the term <br />hereof, and if Licensee shall abandon, vacate or surrender the Licensed <br />Premises, or be dispossessed by process of law or otherwise, it shall be a <br />material default under this Agreement. <br /> <br />14. LICENSEE'S BROKER COMMISSION <br />14.1 In the event a license is executed between Licensor and Licensee as to the <br />Premises, Licensor is not responsible for payment of any commission to any <br />person. Any payment of a commission is the sole responsibility of Licensee. <br /> <br />15. RELOCATION <br />15.1 Licensee understands and acknowledges that, as an occupant, this Agreement <br />or any future license agreement creates no rights under federal, state or local law <br />to receive relocation benefits or any advisory assistance upon termination of any <br />current or future license agreement. Licensee hereby waives and releases the <br />Licensor from any claims for relocation benefits or assistance upon termination of <br />any current or future license agreement under federal, state, or local relocation <br />law. <br /> <br />16. INDEMNIFICATION <br />16.1 Licensee shall protect, defend, indemnify and hold harmless the Licensor, its <br />respective Council members, officers, employees, volunteers, contractors and <br />agents from any and all actions, causes of action, claims, losses, expenses <br /> <br />ATTY/AGR/2007.068 <br />110107 <br /> <br />6 <br />