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GTP Site ID: FL-5586
<br /> GTP Site Name: Vero Beach
<br /> 8. ASSIGNMENT.
<br /> U Global Tower may assign this License with prior notice and approval by the County, not
<br /> to be
<br /> unreasonably withheld conditioned or delayed . After delivery by Global Tower to County of an instrument of
<br /> assumption by an assignee that assumes all of the obligations of Global Tower under this License, Global
<br /> Tower will be relieved of all liability hereunder. County may assign this License, in whole or in part, to any
<br /> person or entity (a) who or which acquires fee title to the Premises and/or (b) who or which agrees to be subject
<br /> to and bound by all provisions of this License. Except for the foregoing, assignment of this License by County
<br /> must be approved by Global Tower, in Global Tower' s sole discretion. Notwithstanding anything to the
<br /> contrary herein, Licensee upon thirty days written notice may assign or otherwise transfer its interest in the
<br /> License Agreement to an affiliated entity or to any entity with which it may merge, consolidate or enter an asset
<br /> or stock purchase agreement with or to an entity who wishes to sublet or take assignment of space on the
<br /> Tower.
<br /> (b) Subject to the approval of the County' s existing tenants, the County agrees to assign and Global Tower
<br /> agrees to accept all responsibilities under the existing tenant ' s leases except for the right to renew the leases and
<br /> the right to receive rents under the leases .
<br /> 9. WARRANTIES AND REPRESENTATIONS .
<br /> (a) County warrants and represents that it is the owner in fee simple of the Premises, free and clear of all
<br /> liens and encumbrances except as to those which may have been disclosed to Global Tower, in writing prior to
<br /> the execution hereof, and that it alone has full right to License the Premises for the term set out herein. County
<br /> further represents and warrants that Global Tower, on paying the rent and performing its obligations hereunder,
<br /> shall peaceably and quietly hold and enjoy the Premises for the term of this License.
<br /> (b) County does hereby authorize Global Tower and its employees, representatives, agents and consultants
<br /> to prepare, execute, submit, file and present on behalf of County building, permitting, zoning or land-use
<br /> applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes,
<br /> special exceptions, zoning variances, conditional use permits, special use permits, administrative permits,
<br /> construction permits, operation permits and/or building permits. County understands that any such applications
<br /> and/or the satisfaction of any requirements thereof may require County' s cooperation, which County hereby
<br /> agrees to provide.
<br /> (c) County shall not do or permit anything that will interfere with or negate any special use permit or
<br /> approval pertaining to the Premises or cause any tower on the Premises to be in nonconformance
<br /> with
<br /> applicable local, state, or federal laws . County shall cooperate with Global Tower in any effort by Global
<br /> Tower to obtain certificates, permits, licenses and other approvals that may be required by any governmental
<br /> authorities . County agrees to execute any necessary applications, consents or other documents as may be
<br /> reasonably necessary for Global Tower to apply for and obtain the proper zoning approvals required to use and
<br /> maintain the Premises and the tower site.
<br /> (d) County has complied with all, and will continue to comply with environmental , health, and safety laws
<br /> with respect to the Premises, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
<br /> demand, or notice has been filed or commenced against County or regarding the Premises alleging any failure to
<br /> so comply. Without limiting the generality of the preceding sentence, County and the Premises
<br />are in
<br /> compliance with all environmental, health, and safety laws . No asbestos-containing thermal insulation or
<br /> products containing PCB , formaldehyde, chlordane, or heptachlor or other hazardous materials have been
<br /> placed on or in the Premises by County or, to the knowledge of County, by any prior owner or user of the
<br /> Premises . To the knowledge of County, there has been no release of or contamination by hazardous materials
<br /> on the Premises .
<br /> (e) All utilities required for the operation of the Global Tower' s improvements enter the Premises through
<br /> adjoining public streets or, if they pass through an adjoining private tract, do so in accordance with valid public
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