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defend, indemnify, and hold harmless the City from any and all costs, expenses, and damages resulting from its breach of said covenants, warranty and guarantee. 17.CITY'S TITLE. Nothing in this License Agreement grants to the Licensee any right, title or interest in the Licensed Area, except for the revocable right to use the Licensed Area as provided in this License Agreement. 18.GOVERNING LAWNENUE. This License Agreement is to be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of laws. In the event of litigation between the parties, venue in state trial courts will be in the County of San Mateo. In the event of litigation in a U.S. District Court, venue will be in the Northern District of California. 19.AMENDMENT; WAIVER. No term or provision of this License Agreement may be amended, altered, modified or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment, alteration, modification or waiver is sought. Any amendment, alteration, modification or waiver shall be for such period and subject to such conditions as shall be specified in the written instrument effecting the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given. 20.SEVERABILITY. The invalidity or unenforceability of any term or provision of this License Agreement shall not affect the validity or enforceability of any other term or provision of this License Agreement all of which shall remain in full force and effect. 21.COUNTERPARTS. This License Agreement may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature pages of this License Agreement may be detached from any counterpart and re attached to any other counterpart of this License Agreement, which is identical in form hereto but having attached to it one or more additional signature ages. 22.INTERPRETATION. Each party has had the opportunity to review this License Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either Party. 23.ENTIRE AGREEMENT. This License Agreement, including all exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matter contained in this License Agreement. Any waiver, modification, consent, or acquiescence with respect to any provision of the License Agreement shall be set forth in writing and duly executed by both parties. No waiver by any party or any breach hereunder shall be deemed a waiver of any other subsequent breach. 24.BINDING EFFECT. This License Agreement 1s binding upon the heirs, executors, administrators, and successors of the Parties. REV: 06-09-25 VR A TTY/AGR.2025.139/La Viga Culinary Inc. (2042 Broadway -LV Mar) (Page 9 of 33)