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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 a 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 COUNTY Community Development Director, in his sole discretion, deems appropriate. 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 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, 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 which COMPANY conducts business. COMPANY will be released from further liability under this Agreement in the event of an approved Transfer; provided that the COUNTY's consent to any Transfer will not otherwise relieve COMPANY from any pre-existing obligation to COUNTY under this Agreement. 15. Conflict of Interest. COMPANY represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Florida Statutes Part I1I, Chapter 112. COMPANY further represents that no person having any interest shall be employed for said performance. -8- 101