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Buyer: IAS Management 25 Brookline Aliso Viejo, CA 92656 Any notice or other document sent by personal delivery, overnight courier or registered or certified mail as aforesaid shall be considered to have been effectively served or delivered on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile or email (provided that if any notice or other communication to be delivered by facsimile or email attachment as provided above cannot be transmitted because of a problem affecting the receiving party's facsimile machine or computer, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non -business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. 7.2 Time of Essence Time is of the essence with respect to each and every provision hereof. 7.3 Assignment Neither this Agreement, nor any interest herein, shall be assignable by any party without prior written consent of the other, non -assigning party hereto. For Seller, the City Manager or designee shall have the authority to review and approve or deny any request for assignment. 7.4 Governing Law All questions with respect to this Agreement, and rights and liabilities of the parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 7.5 Inurement Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. 7.6 Attorney's Fees In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs. 0