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1 d) Agency shall have the right to temLinate all services under this Agreement <br /> 2 in the event that Company and .~gency are unable to reach agreement on <br /> 3 the operational changes, and their resulting costs, proposed to comply <br /> 4 with changes in the law. In such event, Authority may separately contract <br /> 5 for services provided under this Agreement. <br /> <br /> 6 11.3 Venue <br /> 7 Any lawsuits between the parties arising out of this Agreement shall be brought <br /> 8 and concluded in the courts of the State of California, County of San Mateo, <br /> 9 which shall have exclusive jurisdiction over such lawsuits. <br /> <br />10 11.4 Assignment <br />11 A. General. Except as may be provided for in Article IX (Emergency Operations) <br />12 and specifically set forth hereunder, neither party shall assign its rights, nor <br />13 delegate, subcontract, nor otherwise transfer its obligations under this <br />14 Agreement to any other person without the prior written consent of the other <br />15 party. Any such assignment made without the consent of the other party shall <br />16 be void and the attempted assignment shall constitute a material breach of <br />17 this Agreement. <br />18 B. Company Assignment. For purposes of this Section 11.4 when used in <br />19 reference to Company, "assignment" shall include, but not be limited to: <br />20 a) a sale, exchange, or other transfer of substantially all of Company's assets <br />21 dedicated to service under this Agreement to a third party; <br />22 b) a sale, exchange, or other transfer of outstanding common stock of <br />23 Company to a third party, provided said sale, exchange or transfer may <br />24 result in a change of control of Company; <br />25 c) any dissolution, reorganization, consolidation, merger, re-capitalization, <br />26 stock issuance or re-issuance, voting trust, pooling agreement, escrow <br />27 arrangement, liquidation, subcontracting, or lease-back payments or other <br />28 transaction which results in a change of ownership or control of <br />29 Company; <br />30 d) any assignment by operation of law, including insolvency or bankruptcy, <br />31 making assignment for the benefit of creditors, writ of attachment for an <br />32 execution being levied against this Agreement, appointment of a receiver <br />33 taking possession of Company's property, or transfer occurring in the <br />34 event of a probate proceeding; <br /> <br /> Page60 8/2/96 <br /> <br /> <br />