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Fullerton, California 92831 <br />Any notice or other document sent by personal' delivery, overnight courier <br />or registered or certified mail as aforesaid shall be considered to have been effectively <br />served, or delivered on the day of actual delivery (whether accepted or refused) as <br />evidenced by printed confirmation if by facsimile or email (provided that if any notice or <br />other communication to be delivered by facsimile or email attachment as provided <br />above cannot be transmitted because of a problem affecting the receiving party's <br />facsimile machine or computer, the deadline for receiving such notice or other <br />communication shall be extended through 'the next business day), as shown by the <br />addressee's return receipt if by certified mail, and as confirmed by the courier service if <br />by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local <br />time where received) or on a non -business day, then such notice or communication so <br />made 'shall be deemed effective on the first business day after the day of actual <br />delivery. <br />8.2 Time of Essence <br />Time is of the essence with respect to each and every provision hereof. <br />8.3 Assignment <br />Neither this Agreement, nor any interest herein, nor any post -closing <br />obligations of either party, shall be assignable by any party without prior written consent <br />of the other, non -assigning party hereto, except as otherwise expressly set forth herein. <br />For Seller, the Executive Director of Public Works Agency shall have the authority to <br />review and approve or deny any request for assignment. Notwithstanding the <br />foregoing, Buyer shall have the right to assign this Agreement including any rights or <br />obligations set forth herein to (a) an entity that is wholly owned or controlled by Buyer, <br />Linda Kelly, and/or Richard Marshall, provided Buyer shall give Seller at least five (5) <br />days prior written notice of such assignment to Seller, and Buyer shall not be released <br />from its obligations as a result of such assignment, and/or (b) to a subsequent <br />purchaser of the Property after Close of Escrow, provided such purchaser assumes any <br />outstanding post closing obligations of Buyer in a signed writing delivered to Seller. <br />8.4 Governing Law <br />All questions with respect to this Agreement, and rights and liabilities of <br />the parties hereto, shall be governed by the laws of the State of California. Venue shall <br />be in the County of Orange. <br />8.5 Inurement <br />Subject to the restrictions against assignment as herein contained, this <br />Agreement shall inure to the benefit of and shall be binding upon, the assigns, <br />successors in interest, personal representatives, estates, heirs and legatees of each of <br />the parties hereto. <br />5207.01-PSA-1MIM <br />20A-15 <br />