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persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. The Company's failure to maintain its job creation commitment or annual wage level commitment for any one year will result in the decrease of the Grant amount it was scheduled to receive for that year; however, such decrease will not preclude the Company's receipt of scheduled Grant amounts for those subsequent years in which it is able to maintain its job creation and wage level commitment. 14. Assignment. COMPANY shall not, directly or indirectly, assign or transfer any of its rights or obligations under this Agreement, or any interest therein (the foregoing herein collectively "Transfer"), without the express prior written consent of the Community Development Director. The Community Development Director shall not unreasonably withhold its consent to any Transfer. Any such attempted Transfer without the express prior written Community Development Director consent shall be null and void and may, at the option of the County Community Development Director, be deemed an event of default under this Agreement. COMPANY acknowledges and agrees that the Community Development Director has the right, in granting or withholding consent to any Transfer, to consider, among other things, the financial responsibility and business reputation of the proposed assignee or transferee (the foregoing herein collectively "Transferee"); and any other items that the Indian River County Community Development Director, in his sole discretion, deems appropriate. DRAFT If COMPANY seeks the Community Development Director's consent for a Transfer, COMPANY shall submit to the Community Development Director a written request therefore, accompanied by the following documentation: (i) the name, address, and telephone number of the proposed Transferee; (ii) a description of the business and jobs, including wages, to be created in Indian River County; and (iii) a financial statement or other reasonably detailed financial information concerning the proposed Transferee. If the Community Development Director withholds the consent to Transfer, COMPANY may appeal to the County Administrator. If the County Administrator withholds the consent to Transfer, COMPANY may appeal to the Board of County Commissioners. COMPANY acknowledges and agrees that: (a) the County Administrator or his designee, or the Indian River County Board of County Commissioners, has the right to request any additional information deemed necessary to make the decision relating to consent to the Transfer; and (b) if appealed to the Board of County Commissioners such request for a Transfer is expressly subject to the approval of the Transfer by the Board of County Commissioners at a formal meeting thereof, and such Transfer shall become effective only when signed by the Transferee and approved by the Board, which consent shall not be unreasonably withheld. The foregoing covenant shall be binding on the permitted successors or assigns of COMPANY. The prohibition on Transfers shall not prohibit a change in the form in -8- 80