Standard Terms and Conditions for Premises Licenses

Effective Date: September 8, 2026

These Standard Terms and Conditions for Premises Licenses (these “Standard Terms”) supplement and are incorporated into the event-specific premises license, deal sheet, order form, or other written agreement between Angels Baseball LP (“ABLP”) and the applicable licensee that expressly incorporates these Standard Terms (the “Main Agreement”). Capitalized terms not defined in these Standard Terms have the meanings given in the Main Agreement. The Main Agreement and these Standard Terms are collectively the “Agreement.” If a provision of the Main Agreement conflicts with a provision of these Standard Terms, the Main Agreement shall control.

1. Nature of License. The Agreement grants Licensee only a limited, temporary, nonexclusive, and revocable contractual license to use the Premises for the Event during the period specified in the Main Agreement. The Agreement does not constitute a lease, convey an interest in real property, grant Licensee exclusive possession of any portion of the Venue, or create a landlord-tenant relationship.
2. Acceptance and Use.
   a. Licensee acknowledges and represents to ABLP that it has thoroughly inspected and examined the Premises and the Venue and that it is familiar with the physical condition and state of repair thereof and Licensee does hereby agree to accept the Premises in its existing condition and state of repair, “as is.” Licensee shall be solely responsible for preparation of the Premises for the Event and ABLP shall not pay any expenses or payments for such preparation. Licensee shall also be responsible for restoring the Premises and the portion of the Venue used for the Event back to its original condition upon expiration of the Event and termination of the Agreement. In the event that Licensee desires to use ABLP’s staff or services for preparation of the Event, or in the event that ABLP has to restore the Venue and Premises used for the Event back to its original condition upon expiration or earlier termination of the Agreement, Licensee shall reimburse ABLP for such expenses and costs of such preparation and/or restoration and further agrees to pay any and all expenses incident to ABLP’s preparation of the Premises for the Event and for restoring the Premises and the Venue to their original condition upon expiration or earlier termination of this Agreement, ordinary wear and tear excepted, and subject further to the provisions set forth in the Main Agreement.
   b. Licensee may use the Premises solely for presenting the Event and for no other purpose or activity. Licensee shall not (a) use or permit the use of the Premises or any part thereof in any way which would violate this Agreement or for any unlawful purposes or in any unlawful manner or (b) suffer or permit the Premises or any part thereof to be used in any manner or anything to be done or anything to be brought into or kept on the Premises which, in the judgment of ABLP, impairs or tends to impair or interfere with the character or reputation of ABLP or the appearance of the Premises.
   c. Licensee shall comply with all laws, statutes, and ordinances (including, without limitation, the Americans with Disabilities Act) and the orders, rules and regulations, directives, and requirements of all Federal, State, County and Municipal authorities. In addition, Licensee shall obtain and maintain, at its sole cost and expense, all such permits and licenses as may be required for the Event.
   d. Licensee shall comply, and cause everyone it hires to comply with all rules, orders, regulations or requirements of the Board of Fire Underwriters or any other similar body and shall not do or permit anything to be done in or about the Premises, or bring or keep anything therein, except as permitted by the Fire Department, the Board of Fire Underwriters, or any other governmental authority having jurisdiction over the Premises. No gasoline, acetylene or other fuel or other combustible or hazardous substances (including, without limitation, fireworks, or similar materials) will be permitted in, on or around the Premises without the prior written consent of ABLP. Any decorating or other work, and all material needed for such, done or furnished by Licensee shall be subject to the prior written consent of ABLP and, if necessary, in ABLP’s sole judgment, the Fire Department, and unless so approved will be subject to immediate removal by ABLP at Licensee’s sole cost and expense. All decorations and other combustible materials must be fireproofed, and if applicable and at ABLP’s request, Licensee shall deliver to ABLP a flameproofing certificate in form and substance satisfactory to each local
   governmental authority having jurisdiction over the Premises. In the event Licensee fails to comply with this provision, ABLP shall have the right to impose additional charges and provide an invoice to Licensee, which shall be determined in ABLP’s sole judgment, to compensate ABLP for any injury to its property, including its goodwill.
   e. Licensee understands and agrees that ABLP shall have the right to cancel or interrupt the Event if, in its sole and absolute judgment, such act is necessary in the interest of public safety, and Licensee hereby waives all claims for damages, compensation or otherwise due to such cancellation or interruption, including, without limitation, claims for loss of revenue. But in the event of a disagreement, ABLP’s judgment shall be final and binding. Licensee shall use reasonable efforts to cause its employees, agents, contractors, licensees, patrons, and guests to abide by such reasonable rules and regulations as may from time to time be established by ABLP for the use, occupancy and operation of the Premises, including, without limitation, the Venue’s no-smoking policy. ABLP shall have the right to halt any Licensee vehicle inside the Premises, such as a forklift or work cart that ABLP deems, in its sole discretion, is being operated in a dangerous or unsafe manner.
3. Advertising Rights and Signage.
   a. Advertising rights and signage in or around the Venue shall remain under the sole control of ABLP and its designees.
   b. Licensee shall not have any control over the advertising or signage in or around the Venue at any time including during the Event and Licensee shall not have or assert any right to share in the revenues or receipts from such advertising rights or signage.
   c. Without limiting the foregoing, Licensee shall not cover, block or in any manner obscure the visibility of advertising or signage within the Venue. All advertising and signage of ABLP and its designees will remain lit and/or displayed during all events open to the public.
   d. Licensee will not install or permit the installation of any permanent or temporary advertising or signage within or around the Venue without the prior written consent of ABLP, which consent may be withheld in ABLP’s sole discretion. This provision shall apply to both commercial and non-commercial signs, except that it shall not extend to hand-held signs held by persons in attendance at the Event that do not contain any commercial message.
   e. Licensee shall be responsible for the safety and health-related policies and procedures relating to the guests of the Event and services provided by Licensee at the Event, and ABLP may, but is not required to, impose reasonable additional consistent or more stringent safety and health-related policies and procedures.
4. Waivers. To the extent necessary in the judgment of ABLP, ABLP may obtain waivers from any and all participants in or at Licensee’s Event. ABLP shall determine the form and content of any waiver.
5. Advertising, Promotion, and Publicity. Licensee agrees that any promotional material, whether created for television, newspaper, outdoor advertising, handbills or otherwise, prepared by or for Licensee and containing reference to the Premises or Venue shall be subject to the prior written consent of ABLP; provided, however, that such promotional material must not use any mark, trademark or service mark of ABLP or anything involving the Venue and Premises. ABLP’s consent to allow use of ABLP’s marks and intellectual property in writing in its advertising shall not constitute a waiver of this Section 5.
6. Personnel. Licensee shall, at its sole cost, expense, and risk, provide all personnel required for the Event, including ticket sellers, ticket takers, ushers, security personnel, law enforcement officers, emergency medical personnel, porters, restroom attendants, and other personnel. ABLP may determine the type, number, qualifications, deployment, and hours of all such personnel and may require Licensee to use personnel provided or designated by ABLP, including ABLP’s employees, contractors, exclusive service providers, or applicable public agencies. All costs incurred by ABLP in providing or arranging such personnel will constitute Expenses payable by Licensee under the Agreement.
7. Indemnification.
   a. Notwithstanding anything contained in this Agreement and without condition, Licensee agrees to defend, indemnify and hold ABLP, The Angels Baseball Foundation, ABTV West, LLC, LAA1 LLC dba KLAA AM830, the City of Anaheim, and each of their respective licensees, partners, officers, affiliate companies, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, suits, causes of action, demands, liabilities, losses, attorneys’ fees and expenses arising out of, or in any way resulting from, (i) Licensee’s use of the Premises, the Venue, or the Parking Area, (ii) the Event, irrespective of the staffing, layout or nature of the damage arising therefrom, (iii) injuries to persons attending the Event as Licensee’s invitees, guests, employees, contractors, vendors, press, or any other person present and/or attending or participating in the Event, (iv) set-up and take-down of the Event on days before and after the Term, (v) the use of any of ABLP’s intellectual property, (vi) any fines or penalties or suits incurred by reason of Licensee’s violation of applicable laws, (vii) any errors, omissions, negligence, willful misconduct, or fraud in the performance of professional services by Licensee, (viii) any issues, complaint, penalty, or lawsuit arising out of the service of any and all alcoholic beverages during the Event, (ix) any applicable sales or other taxes due from or on behalf of Licensee on any sums paid by Licensee (excluding only income taxes payable to ABLP on such sums) regardless of whether such taxes must be collected by ABLP on behalf of the taxing authority and regardless of whether Licensee shall challenge the assessment or amount of such taxes, or related to the Event generally, or (x) the breach of any representation, covenant or condition herein. The preceding indemnification obligations shall not apply to the extent caused by ABLP’s gross negligence or willful misconduct.
   b. Without limiting the effect of the foregoing provision, Licensee hereby assumes full responsibility for, and shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all demands, claims, suits, causes of action, whether at law or in equity, and/or liability, including, without limitation, any and all court costs and reasonable outside attorneys’ fees, arising out of, resulting from, or incident to any injuries and/or damages sustained by Licensee’s employees, contractors, subcontractors, agents, and affiliates, whether to their persons and/or property while such persons and/or entities are on the Premises for the purpose of conducting or engaging in the Event, except to the extent that such claims and/or liability arise out of ABLP’s willful misconduct or gross negligence.
   c. ABLP shall give notice to Licensee after ABLP receives actual notice of any claim as to which indemnity may be sought hereunder, and ABLP shall permit Licensee (at the expense of Licensee) to assume the defense of any claim or litigation resulting therefrom, provided, that: (i) counsel for Licensee who shall conduct the defense of such claim or litigation shall be approved by ABLP, however, such approval shall not be unreasonably withheld; (ii) ABLP may participate in such defense at its own expense; and (iii) the omission by ABLP to give notice as provided herein shall not relieve Licensee of its indemnification obligations hereunder.
   d. Licensee shall not, except with the prior written consent of ABLP, consent to entry of judgment or administrative order or enter into any settlement that (i) could affect the intellectual property rights or other business interests of ABLP, or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Parties (as applicable) of a release from all liability with respect to such claim or litigation.
   e. In the event that Licensee does not accept the defense of any matter as above provided, refuses, delays, or fails to respond to the request by ABLP for defense of any matter as above provided, ABLP shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand, in its good faith discretion. In such event, Licensee will pay to ABLP any and all costs incurred by ABLP in conducting such defense, including the payment of any settlement or judgment, without a claim for set off, reduction, limitation, or other challenge to such costs.
   f. Licensee shall give notice to ABLP promptly after Licensee has knowledge of any claim as to which indemnity may be sought hereunder, and Licensee shall permit ABLP to assume the defense of any claim or litigation resulting therefrom, provided, that: (i) counsel for ABLP who shall conduct the defense of such claim
   or litigation shall be reasonably satisfactory to Licensee; and (ii) Licensee may participate in such defense, but only at Licensee’s own cost and expense.
   g. ABLP agrees to defend, indemnify and hold Licensee harmless from and against any and all claims, damages, suits, causes of action, demands, liabilities, losses, attorneys’ fees and expenses directly arising out of ABLP’s gross negligence or willful misconduct. The preceding indemnification obligations shall not apply to the extent caused by Licensee’s negligence or willful misconduct.
8. Limitation of Liability.
   a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ABLP, THE ANGELS BASEBALL FOUNDATION, ABTV WEST, LLC, LAA1 LLC DBA KLAA AM830, THE CITY OF ANAHEIM, AND EACH OF THEIR RESPECTIVE LICENSEES, PARTNERS, OFFICERS, AFFILIATE COMPANIES, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EVENT, OR LICENSEE’S USE OF THE PREMISES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ABLP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   b. To the fullest extent permitted by applicable law, ABLP, The Angels Baseball Foundation, ABTV West, LLC, LAA1 LLC dba KLAA AM830, the City of Anaheim, and each of their respective licensees, partners, officers, affiliate companies, directors, employees and agents’ respective and combined aggregate liability arising out of or relating to the Agreement, the Event, or Licensee’s use of the Premises, regardless of the theory of liability or number of claims, will not exceed the lesser of (i) the total amount actually paid by Licensee to ABLP under the Agreement or (ii) Ten Thousand Dollars ($10,000).
9. Alterations. Licensee shall make no alteration, installation, addition, or improvement in or to the Premises, the Venue, or the Parking Area without the prior written consent of ABLP. In addition, Licensee shall not display or erect any lettering, signs, pictures, notices, posters, or advertisements upon any part of the Premises the Venue, or the Parking Area without the prior written consent of ABLP.
10. Damage to the Premises. Licensee shall be responsible for any loss of or damage to the Premises or Venue or any property or equipment located therein, to the extent caused by Licensee or any of its employees, agents, contractors, vendors, patrons, guests, invitees, or other persons admitted in connection with the Event. Licensee shall return all such property to ABLP in the same condition as existed immediately before Licensee’s use, reasonable wear and tear excepted. ABLP may repair or replace any damaged property, and Licensee shall reimburse ABLP for all resulting costs and expenses upon demand. This Section will survive the expiration or termination of the Agreement.
11. Entrances and Exits. The entrances and exits at the Venue shall be locked or unlocked during the Event as ABLP may direct, subject to (i) ABLP’s determination, (ii) all applicable Federal, State, County and municipal rules and regulations, and (iii) the lawful directions of any public officials at the Premises. ABLP shall, at Licensee’s expense (which shall be deemed a part of, and added to, the Expenses), maintain such guards and police as ABLP shall deem reasonably necessary at all entrances and exits to the Venue at all times when such entrances and exits are unlocked. All materials and equipment required by Licensee for the presentation of the Event shall be brought into or removed from the Premises only at entrances and exits designated by ABLP. The total number and weight of vehicles which may enter the Premises at any one time shall be determined by ABLP in its sole discretion.
12. Non-Exclusive Use. Licensee acknowledges that in addition to the use of the Premises by Licensee as contemplated by this Agreement, the Venue and various parts thereof may be used for activities other than the Event and that in order for the Venue to operate as efficiently as practicable, it may be necessary for services and facilities at the Venue or Premises, including without limitation, entrances, exits, truck ramps, receiving areas, storage areas, passenger or freight elevators and concession areas, to be shared. Licensee agrees that ABLP shall have full, complete and absolute authority to establish the schedules for the use and availability of such services and facilities and to determine when and to what extent any sharing of such services and facilities is necessary or desirable, and Licensee agrees to comply with any schedules so established and to cooperate in any sharing arrangements so determined. In no event shall Licensee enter or use any area, service space, or facilities of the Venue other than the Premises without first obtaining ABLP’s prior written consent.
13. Ejection. Licensee acknowledges that ABLP, its officers, employees and agents shall have the absolute right to refuse admission to, or cause to be removed from, the Premises or Venue any person (including, without limitation, Licensee’s artisans or workmen) deemed by ABLP or any officer, employee or agent of the same, to be undesirable or displaying objectionable or improper conduct, in each case without any liability on ABLP’s part for such refusal or ejection. Without limitation or condition, Licensee shall indemnify and hold ABLP harmless from any and all claims, including attorneys’ fees, arising out of any refusal or removal of any person pursuant to this Section.
14. Venue Regulations. Licensee shall, and shall cause its employees, agents, contractors, licensees, patrons, and guests to abide by such reasonable rules and regulations as may from time to time be established by ABLP for the use, occupancy and operation of the Premises, including, without limitation, the Venue’s no-smoking policy.
15. Responsibility for Personal Property.
    a. Licensee agrees that all of its property, as well as the property of others brought upon the Premises with Licensee’s permission, shall be the responsibility of Licensee, and ABLP shall have no liability to Licensee for any loss or damage thereto. Licensee shall carry insurance on such property as is required by this Agreement and shall look solely to such insurance in the event of any loss or damage. In addition, without limitation or condition, Licensee shall indemnify and hold ABLP harmless from any and all claims, including attorneys’ fees, arising out of loss or damage to such property.
    b. Any property of any kind brought upon the premises by Licensee or its members or patrons shall be promptly removed from the Premises at the expiration of this Agreement. ABLP shall have the right to remove from the Premises or Venue all property remaining after the termination of this Agreement, at the sole cost, risk and expense of Licensee, or to charge additional fees for such a period of time after the hour specified during which any such property remains on the premises, as ABLP desires.
    c. Any such property left with ABLP for any reason after the termination of this Agreement may, at ABLP’s option, and after notice to Licensee and in accordance with applicable law, be deemed to have been abandoned by the Licensee to ABLP, and ABLP may take possession thereof as its own property and store such property at the sole risk and expense of Licensee. Licensee hereby waives any right to claim the value of or any damage to such property and ABLP reserves the right to recover from Licensee the cost of disposing of and/or storing such property. If said property is not reclaimed by Licensee within thirty (30) days after the date of termination of the Agreement, then said property may be sold at public auction.
    d. In the event that Licensee shall utilize any equipment of ABLP, including but not limited to a scissor lift and/or forklift, Licensee shall ensure that only trained personnel of Licensee shall operate or use such equipment. All risk of loss and/or injury of any kind or type shall be borne by Licensee for the use of any ABLP equipment, and Licensee shall return the equipment to ABLP in at least as good condition as when provided, reasonable wear and tear excepted.
16. Right of Entry. ABLP, its officers, directors, employees, agents, and concessionaires shall at all times have free access to the Premises upon presentation of identification passes or badges. Subject to ABLP’s approval as to numbers, Licensee may issue photo, press and backstage passes permitting selected persons access to specified areas of the Premises normally closed to the public. No third party shall have any right to enter into the Premises without first entering into an agreement with ABLP.
17. Default.
    a. If at any time either before or during the Term of this Agreement (i) Licensee makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act, (ii) a receiver or trustee is appointed for Licensee or Licensee’s property, (iii) execution is issued pursuant to a judgment rendered against Licensee, (iv) this Agreement is assigned by Licensee to any person, firm or corporation or Licensee attempts to assign this Agreement without the prior written consent of ABLP, or (v) Licensee defaults in the performance or observance of any of its obligations or agreements contained herein, including the agreement to make payments as provided herein, then, in any such event, at ABLP’s option, ABLP may terminate this Agreement and Licensee shall immediately cease using and vacate its rights to the Premises to ABLP for the remainder of the Term; provided, however, that Licensee shall remain liable as hereinafter provided.
    b. Upon any Licensee default as provided in Section 17.a, above, ABLP or any other person by its order may immediately enter the Premises and remove all persons and all property therefrom by legal proceedings, without being liable for any damages therefor.
    c. Upon any Licensee default as provided in Section 17.a, above, Licensee shall immediately pay to ABLP, as liquidated damages, the sum of (i) the Licensee Fee plus (ii) all other charges due hereunder, including but not limited to, all Expenses. ABLP shall have the right to retain any ticket proceeds or other funds in ABLP’s possession, and Licensee hereby grants to ABLP a security interest in Licensee’s interest (if any) in all ticket proceeds and other funds in ABLP’s possession. This Section 17.c shall be in addition to any other remedies available to ABLP.
    d. Any amounts due under this Agreement not paid when due by Licensee shall automatically bear interest at the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum rate permitted by law.
18. Additional Remedies.
    a. Reference in this Agreement to any particular remedy shall not preclude ABLP from any other remedy at law or in equity. ABLP’s failure to seek redress for violation of, or to insist upon strict performance of, any covenant or condition of this Agreement shall not be deemed to be a waiver of any subsequent failure or violation.
    b. Any dispute, difference, or counterclaim between Licensee and ABLP arising out of or in connection with the Agreement which cannot be amicably resolved by the Parties through good-faith negotiations will be arbitrated pursuant to this Section 18.b and arbitration enforcement and/or confirmation shall be by the Superior Court of California, County of Orange. The parties hereby consent to the jurisdiction of such courts and to the service of process outside the State of California pursuant to the requirements of such court in any matter so to be submitted to it, and they expressly waive the right to a jury trial. Notwithstanding the foregoing, if any dispute, difference, claim, or counterclaim between Licensee and ABLP arising out of or in connection with this Agreement cannot be amicably resolved by the parties through good-faith negotiations, the parties shall promptly submit the dispute to binding arbitration at a JAMS office located in Orange County, California (“Arbitration Site”). The arbitration will be held in accordance with the commercial arbitration rules of JAMS then in effect (the “Arbitration Rules”). Either party may initiate arbitration by providing written demand for arbitration (with a copy to the other party), a copy of this Agreement and the administrative fee required by the Arbitration Rules to the JAMS office serving the Arbitration Site. The remaining cost of the arbitration shall be shared equally by the Parties unless the arbitration award provides otherwise. Each party shall bear the cost of preparing and presenting its case in an arbitration. Licensee and ABLP agree to undertake all reasonable steps to expedite the arbitration process. One arbitrator will be appointed in accordance with Arbitration Rules within thirty (30) calendar days of the submission of the demand for arbitration. Notwithstanding anything to the contrary in the Arbitration Rules, the arbitrator will designate the time and place for the Arbitration within thirty (30) days of appointment. The parties agree that the arbitrator’s authority to grant relief shall be subject to the provisions of this Agreement. The arbitrator shall not be entitled to award, nor shall either party be entitled to receive, punitive, incidental, exemplary, consequential, reliance or special damages, including damages for lost profits. The arbitrator’s decision shall follow the plain meaning of this Agreement and shall be final, binding, and enforceable.
19. Withholding. In the event that any amounts become due from ABLP to Licensee hereunder, and such payment appears to ABLP to be subject to Federal, state or other governmental licensing, withholding or other restrictive regulations, ABLP shall not be obligated to pay over or transfer said amounts unless and until Licensee provides ABLP with evidence reasonably satisfactory to ABLP that ABLP may lawfully pay over or transfer such amounts in compliance with such regulations, and any payments shall be subject to withholding of any such amounts required under such regulations.
20. All Promotional Rights. Licensee grants to ABLP, The Angels Baseball Foundation, ABTV West, LLC, LAA1 LLC dba KLAA AM830, and each of their respective licensees, partners, officers, affiliate companies, directors, employees and agents the right to use and to authorize others to use the name or names of Licensee, or the Event, or personalities appearing in the Event, for the purposes of advertising and publicizing the Venue.
21. Copyrights and Proprietary Material. Licensee warrants that no music, literary or artistic work or other property protected by copyright will be performed, reproduced or used, nor will the name of any entity protected by trademark be reproduced or used during Licensee’s use of the Premises unless Licensee has obtained written permission from the applicable copyright or trademark owner or an authorized performance licensing association such as, but not limited to, ASCAP or BMI. Licensee covenants to comply strictly with all laws regarding copyrights, royalties and trademarks and warrants that it will not infringe on any related statutory, common law, or other right of any person during its use of the Venue. Licensee will indemnify and hold ABLP and its officers, agents, and employees harmless from all claims, losses, attorneys’ fees, court costs, and damages arising from the alleged infringement or unauthorized use.
22. Broadcast Rights. ABLP reserves all rights and privileges for outgoing television and radio broadcast originating from the Venue during the Term. Should ABLP grant to Licensee such privilege, ABLP has the right to require, among other things, that Licensee utilize the Venue’s exclusive contractor (if any) that Licensee make advance payment of any estimated related costs to ABLP and that Licensee make payment for such privilege in addition to the License Fee payable hereunder. Such permission must be obtained in writing in advance of broadcast date. Licensee agrees that no recording, either visual or audio, of any kind will be made of the event covered by this Agreement without prior written approval from ABLP. ABLP has the right to require payment for such privilege and royalties from the distribution of such recordings.
23. Labor Agreements. Licensee shall not perform any work or employ any personnel in connection with the Event if such work or employment conflicts with any labor agreements to which ABLP is a party or which control labor activities at the Venue without the express, written approval of ABLP. At Licensee’s request, ABLP will advise Licensee of pertinent provisions of such labor agreements.
24. Ambulance Service. If Licensee or its agents, representatives, managers, employees, patrons, players, performers, or participants in or about the Premises or Venue shall at any time accept or use the services of a physician or surgeon, or accept or use an ambulance service or any service in connection with any injury or sickness occurring to any person or persons while within or about the Premises the Venue, or the Parking Areas during the Term, even though such service or services are made available or are obtained through ABLP, Licensee will, without condition or limitation, indemnify and hold ABLP harmless from all responsibility or liability therefor.
25. Subordination. The provisions of this Agreement and Licensee’s right to use the Premises hereunder are subject and subordinate to the terms and conditions of any lease, agreement, or any other encumbrance under which ABLP may be operating the Premises.
26. Excuse of Performance.
    a. The parties to this Agreement will be excused from the performance of the terms and conditions hereof to the extent that such performance is prevented by any strike, war, riot or other act of God, epidemic, pandemic, lockout, preemption, flood, fire, earthquake, explosion, invasion, hostilities (whether war is declared or not), terrorist threats or acts, civil unrest, government order or law, action of any governmental authority,
    national or regional emergency, labor slowdowns, shortages, or other similar events beyond the reasonable control of ABLP which in each case could not reasonably have been foreseen and provided for.
    b. In the event performance is excused in accordance with the foregoing provisions, Licensee agrees to pay to ABLP any and all costs and expenses which have been incurred up to the time further performance is excused. Licensee hereby waives any claim for damages or compensation from ABLP should this Agreement be so terminated as the result of an act described in Section 26.a.
27. No Representations by ABLP. ABLP and ABLP’s agents have made no representations or promises with respect to the Venue or Premises and Licensee acknowledges that it has not relied on any representations except as expressly set forth in this Agreement.
28. Termination. ABLP may cancel and terminate this Agreement, with or without cause, upon five (5) days’ notice to Licensee. Without prejudice to any other right or remedy available to Licensee at law or in equity, Licensee may terminate this Agreement if ABLP shall fail to perform any material agreement, term, covenant or condition to be performed by ABLP pursuant to this Agreement and such material failure shall continue uncured for a period of thirty (30) days after written notice thereof from Licensee (or, if such cure cannot reasonably be accomplished within such 30-day period, ABLP did not in good faith commence such cure within such 30-day period and did not thereafter proceed with diligence to completion). Without prejudice to any other right or remedy available to either Party at law or in equity and in addition to the provisions previously mentioned, this Agreement may be immediately terminated by either Party if the other Party, or any parent of such other Party: (1) becomes insolvent; (2) is generally unable to pay, or fails to pay, its debts as they become due; (3) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law; (4) makes or seeks to make a general assignment for the benefit of its creditors; and/or (5) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business. ABLP may immediately terminate this Agreement upon written notice in the event that, in ABLP’s good-faith judgment or at the request of Major League Baseball, the Event interferes with any Los Angeles Angels baseball game or preparation for any Major League Baseball game.
29. Acceleration. If Licensee fails to pay any amount when due under the Agreement, all unpaid amounts then owing, together with all remaining amounts scheduled to become due under the Agreement, will immediately become due and payable without further notice or demand. This remedy is in addition to, and does not limit, any other rights or remedies available to ABLP under the Agreement, at law, or in equity.
30. Miscellaneous.
    a. No provision of this Agreement may be modified, waived, amended, altered, or supplemented except with the execution and delivery of a written agreement executed by each of the parties hereto. Any such modifications, waivers or amendments shall not require additional consideration to be effective.
    b. No waiver in any instance by any Party of any provision of this Agreement shall be deemed a waiver by such Party of such provision in any other instance or a waiver of any other provision hereunder in any instance. No release, discharge or waiver of any provision hereof shall be enforceable against or binding upon either party hereto unless in writing and executed by both parties hereto. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof, nor the acceptance of monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any rights or remedies that either party hereto may have or a waiver of any subsequent breach or default in any of such agreements, terms, covenants or conditions.
    c. Nothing contained herein shall in any way constitute the relationship between the parties hereto as one of partnership, joint venture, principal/agent, or employer/employee or shall be construed to evidence the intention of the parties to constitute such relationship. Licensee shall not act or attempt to act, or represent itself, directly or by implication, as an agent of ABLP or in any manner assume or create or attempt to assume or create any obligation on behalf of or in the name of ABLP. No party shall hold itself out contrary to the terms of this
    Section and no party shall become liable or be bound by any representation, act, or omission whatsoever of another party contrary to the provisions of this Agreement.
    d. The invalidity or unenforceability of any provision or portion of this Agreement shall, as far as possible, not affect the validity or enforceability of the other provisions or portions of this Agreement. Each party hereto shall execute any and all further documents or instruments and take all necessary action that either party hereto may deem reasonably necessary to carry out the proper purposes of this Agreement.
    e. This Agreement may not be assigned or subcontracted by Licensee, nor shall it be assignable by Licensee by operation of law, without ABLP’s prior written consent. If Licensee negotiates agreements with vendors for the Event, such agreements shall not become final and binding until written confirmation and approval is given by ABLP.
31. MLB Subservience. Notwithstanding any other provision of this Agreement, this Agreement and any rights or exclusivities granted to Licensee hereunder shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, “MLB Documents”): (i) any present or future agreements entered into by, or on behalf of, any of the Major League Baseball (“MLB”) entities or affiliates, or the member clubs acting collectively, including, without limitation, agreements entered into pursuant to the Major League Constitution, the Basic Agreement between the Major League Baseball Clubs and the Major League Baseball Players Association, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB entity; or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB entities. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB entity or affiliate or to any individual or entity related thereto. No rights, exclusivities or obligations involving the Internet or any interactive or online media (as defined by the MLB entities) are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB entity. As of the date of execution of the Main Agreement, ABLP is not aware of or suspect any conflict between the license and rights granted in this Agreement and any of the rights or obligations set forth in the MLB Documents.