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ARTICLE XI <br />ENFORCEABILITY <br />Section 11.01. Binding Effect: Enforceability. The terms and provisions set forth in this <br />Agreement shall be binding and enforceable by and against the parties in accordance with the <br />terms hereof. <br />ARTICLE XII <br />ASSIGNMENT / SUBLEASE <br />Section 12.01. Assignment. This Agreement may not be assigned by either party <br />without the prior written consent of the other party, except that this Agreement may be assigned <br />by Verotown to any person or entity who acquires franchise rights to a Major League Baseball <br />Club (by any form of acquisition) or any other MLB Entity, with the approval of MLB, provided <br />that any such assignee explicitly assumes in writing Verotown's duties and responsibilities under <br />this Agreement (in which case the liability of Verotown will cease with respect to liabilities <br />accruing from and after such transfer). <br />Section 12.02. Sublease. <br />(a) Verotown may sublease, at any time during the Term, any portion of the <br />Facility involving ancillary uses, for ongoing retail, commercial and/or professional <br />purposes as long as such activity meets all local zoning codes and remains an activity <br />permitted by Section 5.01 hereof. All revenues derived from subletting any of the <br />foregoing will be retained solely by Verotown. Any such sublease will remain <br />subordinate to this Lease. <br />(b) Verotown will not sublease the Facility or any portion thereof without the <br />prior written approval of the County, which approval shall not be unreasonably withheld, <br />unreasonably conditioned or unreasonably delayed, and no such sublease will be for a <br />term which extends beyond the underlying lease term without the express prior written <br />consent of the County. <br />ARTICLE XIII <br />MISCELLANEOUS <br />Section 13.01. Notices. Any notice required by or permitted under this Agreement shall <br />be in writing and shall be deemed delivered when delivered by hand or by overnight delivery <br />service, addressed as follows (or to such other address as a party shall inform the other party): <br />If to the County: Indian River County <br />180127' Street <br />29 <br />