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not limited to, reasonable attorneys' fees- and disbursements) suffered by .the <br />indemnified party arising from a misrepresentation or a breach of any covenant made <br />by the indemnifying party pursuant to this Section. The provisions of this Section shall <br />survive the Closing or termination of this Contract. <br />14.2. Assignment of this Contract. This Contract may not be assigned by Seller without <br />the consent of Purchaser, which consent may be withheld in Purchaser's sole and <br />absolute discretion, except to effectuate a tax -deferred like -kind exchange (in which <br />case Purchaser's consent shall not be required). Except as provided in this Section or <br />Section 14.20 hereinbelow, Purchaser may not assign this Contract and/or its rights <br />hereunder without the written consent of Seller, which consent may be withheld in <br />Seller's sole and absolute discretion. No assignment of this Contract by Purchaser, <br />whether or not approved by Seller shall relieve the entity named as Purchaser herein <br />from its obligations hereunder. <br />14.3. Attorneys' Fees. If either party institutes a legal proceeding against the other party in <br />connection with this Contract, the losing party in such proceeding shall reimburse the <br />prevailing party all reasonable attorneys' fees paid by the prevailing party in connection <br />with such proceeding. The provisions of this Section shall survive the Closing or <br />termination of this Contract. <br />14.4. Notices. All notices hereunder to Seller, Purchaser, Escrowee or the Title Company <br />shall be in writing and sent by certified or registered mail, return receipt requested, or <br />may be sent by Federal Express or other overnight courier which obtains a signature <br />upon delivery, or may be sent via email, or may be delivered by hand delivery <br />addressed to such party at the address of such party set forth below or at such other <br />address as such party shall designate from time to time by notice: <br />SELLER: <br />Dyer 18 LLC <br />240 Newport Center Drive Suite #200 <br />Newport Beach, CA. 92660 <br />Attn: Chris Lee <br />Email: Chris@arrimus.com <br />with a copy to: <br />Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP <br />11400 W. Olympic Blvd., 9`' Floor <br />Los Angeles, California 90064 <br />Attn: Chris Muno <br />Email: cmuno@wrslawyers.com <br />Attn: Elsa Horowitz <br />Email: eorowitz@wrslawyers.com <br />PURCHASER: <br />City of Santa Ana <br />20 Civic Center Plaza <br />5489135.2 17 .. f (, <br />