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occupation or use by another person. <br /> It is agreed that Licensor will not be acting unreasonably in refusing to consent to <br /> an assignment or sublicense if, in Licensor's opinion, the quality of the <br /> merchandising operation of the proposed assignee or sublicensee is not equal to <br /> or better than that of the Licensee, or if the net worth of such assignee or <br /> sublicensee is Tess than that of Licensee. <br /> No assignment or encumbrance by Licensee shall relicense it from or in any way <br /> alter any of Licensee's obligations under this License. Licensee shall not have <br /> the Premises delivered to a subsidiary company of Licensee, and such <br /> arrangement shall in no way alter Licensee's responsibilities hereunder with <br /> respect to the Premises. Any assignment, encumbrances, occupation or use <br /> contrary to the provisions of this License shall be void and shall constitute breach <br /> of this License. Any assignee, sublicensee or other recipient of Licensee' <br /> interest in this Agreement is hereby notified that such transfer is of no force or <br /> effect without Licensor's prior written consent. <br /> 14.2 Transfer of Ownership. The dissolution, merger, consolidation, or other <br /> reorganization of the corporation, association, partnership or limited liability <br /> company or the sale or other transfer of fifty one percent (51%) or more of the <br /> assets of the business entity 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, Licensee shall provide written notice sixty (60) <br /> days before the assignment. The Licensor shall have the right to renegotiate the <br /> Agreement, including the terms, fees, or any and all portions of the Agreement, <br /> and Licensor shall have the right to condition approval of the transfer of <br /> ownership on Licensee's acceptance of the new terms and conditions. <br /> 15. LIENS AND INSOLVENCY <br /> 15.1 Licensee shall keep the Premise free from any liens arising out of any work <br /> performed for, materials furnished to, or obligations incurred by Licensee and <br /> shall indemnify, defend, and hold Licensor harmless from the same. If Licensee <br /> or Licensee's Guarantor shall be declared insolvent or bankrupt or if any <br /> assignment of Licensee's property shall be made for the benefit of the creditors <br /> or otherwise, or if Licensee's improvement interest herein shall be levied upon <br /> under execution, or seized by virtue of any writ of any court of law, or a trustee in <br /> bankruptcy, or if a receiver be appointed for the property of Licensee, whether <br /> under operation of the State or the Federal statutes, then Licensor may terminate <br /> this Agreement and immediately take possession of said Premises upon written <br /> notice. Such taking of possession shall not terminate the continuing obligations <br /> of Licensee, including payment of license fee and any other applicable charges. <br /> 16. HAZARDOUS MATERIALS <br /> 16.1 Prior to the License Commencement Date, Licensee shall have the right to make <br /> any tests and /or studies Licensee deems necessary with respect to any <br /> hazardous materials in, on or about the Premises; however, permission and <br /> supervision of the Licensor is required prior to conducting any tests or studies. If <br /> found, Licensee shall meet with the Licensor to determine if such hazardous <br /> material poses a health and safety issue that may require its removal or <br /> remediation. Licensor shall provide Licensee with copies of any hazardous <br /> Atty /Agr /2011. 048 LIBRARY CAFE LICENSE 9 <br /> 051311 <br />