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(B) Nothing contained in this Agreement shall be construed as conferring on <br /> Developer rights in areas outside of Dodgers' Home Television Territory. <br /> (C) Dodgers shall have the right, at no cost or liability to themselves and/or any other <br /> club or MLB Entity, to terminate this Agreement at any time Developer breaches its obligations <br /> under Section 24(A) or 24(B), above. Notwithstanding any other provisions to the contrary <br /> contained in this Agreement, this right to terminate shall be exercisable by delivering written <br /> notice to Developer within thirty (30) days after Dodgers obtain actual knowledge that such <br /> breach or retransmission has occurred and the effective date of such termination shall be no more <br /> than thirty(30) days after the date such notice is given, as specified by Dodgers in such notice. <br /> (D) In addition, Dodgers shall have the right to terminate immediately any right or <br /> obligation in this Agreement involving "Interactive Media," upon thirty (30) days' written <br /> notice, at no cost or liability to Dodgers and/or any other club or any MLB Entity. For purposes <br /> of this provision, "Interactive Media" shall mean (1) the Internet or any other on-line system or <br /> computer network; (2) any interactive wireless service, including any interactive microwave or <br /> cellular service; (3) any interactive satellite service; (4) any interactive broadcast television, <br /> broadcast radio or cable television service; and (5) any other medium of interactive <br /> communication now known or hereafter devised. <br /> (E) Dodgers represent that as of the effective date of this Agreement, the terms of this <br /> Agreement and the rights granted to Developer hereunder comply with the requirements of the <br /> MLB Documents and the Rules of the MLB Entities. Dodgers shall notify Developer as soon as <br /> reasonably possible of any changes in the terms of the MLB Documents and/or the Rules of the <br /> MLB Entities which would or could affect Developer's rights hereunder. <br /> Section 25. Entire Agreement <br /> (A) This Agreement constitutes the entire agreement between the parties and the <br /> provisions hereof supersede any and all prior and/or contemporaneous agreements or <br /> understandings relating to the same subject matter. This Agreement may be amended only by a <br /> writing signed by both parties. <br /> (B) This Agreement has been negotiated at arm's length between the parties hereto, <br /> both of which are sophisticated and knowledgeable in the matters dealt with in this Agreement. <br /> Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision <br /> which would require any ambiguities in this Agreement to be interpreted against the party that <br /> drafted it, is not applicable and is hereby waived. The provisions of this Agreement shall be <br /> interpreted in a reasonable manner to give effect to the purpose and intent of the parties. <br /> (C) For the convenience of the parties,this Agreement may be executed in counterparts, <br /> each of which shall be deemed to be an original, but all of which shall constitute one and the same <br /> Agreement. <br /> Page 16 of 19 <br /> 726coua.aoc <br />