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19. CONDEMNATION This License will automatically terminate as to the part taken or transferred on the date the permanent taking or transfer occurs. The City will be entitled to any award paid or made in connection with the taking or any sums paid in lieu of such taking. Licensee will have no Claim against the City for the value of any unexpired Term of this License or otherwise except that Licensee may claim any portion of the award that is specifically allocable to Licensee's loss or damage to Licensee's Equipment. The parties understand, acknowledge and agree that this Section 19 is intended to fully govern the parties' rights and obligations in the event of a permanent taking. Licensee and the City each hereby waives and releases any right to terminate this License in whole or in part under California Code of Civil Procedure §§ 1265.120 and 1265.130 and under any similar Laws to the extent applicable to this License. 20. ASSIGNMENTS AND OTHER TRANSFERS 20.1. General Restriction Licensee shall have no right to assign or transfer any right, title or interest, in whole or in part, in, under or through this License without the City's prior written consent. The City shall not unreasonably withhold its consent to any proposed assignment; provided, however, that the parties acknowledge that the City may reasonably withhold its consent to any proposed assignment under the following circumstances: (1) the proposed assignee lacks the necessary Regulatory Approvals to conduct the Permitted Use or perform all Licensee's obligations; (2) the City reasonably determines that the proposed assignee lacks the financial qualifications perform all Licensee's obligations; (3) Licensee refuses to reimburse the City for the reasonable and documented costs to consider the proposed assignment and/or the proposed assignee; and/or (4) at any time in which any Default by Licensee remains uncured. 20.2. Permitted Assignments Notwithstanding the preceding sentence, Licensee will be permitted to assign or otherwise transfer this License without the City's prior consent but with notice to the City, to: (a) an entity that acquires all or substantially all Licensee's assets in the market in which the City is located (as the "market area" is or may be defined by the FCC); (b) Licensee's parent; (c) an entity that acquires a controlling interest in Licensee by a change in stock ownership or partnership interest; or (4) an entity controlled by Licensee (each a "Permitted Assignment"). Notwithstanding anything in this License to the contrary, a Permitted Assignment will be subject to all the following conditions: (i) the Assignee may use the License Area only for the Permitted Use and for no other purpose whatsoever; (ii) the Assignee possesses all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (iii) Licensee provides the City with notice 60 days before the effective date of such Permitted Assignment, stating the contact information for the proposed Assignee and providing financial information {00033905,%1} City of Pleasanton, CA 24 DRAFT Pole License Agreement