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hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all <br />principals as required to comply with the provisions of this Section. <br />If to Buyer: Danny Manh Esq <br />8990 Westminster Blvd. <br />Westminster, CA 92683 <br />Attn: Charles Mahn <br />If to Seller: City of Santa Ana <br />20 Civic Center Plaza M-30 <br />Santa Ana, CA 92702 <br />Attn: Clerk of the Council <br />with a copy to: City of Santa Ana <br />20 Civic Center Plaza M-21 <br />Santa Ana, CA 92702 <br />Attn: Executive Director of Public Works <br />9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in <br />this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an <br />agreement for the sale of assets and none of the provisions hereof shall be deemed to create any <br />obligation or liability of any person that is not a Party, whether under a third -party beneficiary <br />theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be <br />obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but <br />not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, <br />partners, managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events <br />or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of <br />Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of <br />Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to <br />take any action or receive or make any payment or credit arising from or related to any services <br />provided or costs incurred in connection with the Property prior to the Close of Escrow, including, <br />but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action <br />arising therefrom. <br />9.3 Further Instruments. Each Party will, whenever and as often as it shall be <br />reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any <br />and all such further instruments and documents as may be necessary or proper, in the reasonable <br />opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement. <br />9.4 Calculation of Time Periods; Business Day; Time of Essence. Unless <br />otherwise specified, in computing any period of time described herein, the day of the act or event <br />after which the designated period of time begins to run is not to be included and the last day of the <br />period so computed is to be included, unless such last day is not a Business Day, in which event <br />the period shall run until the end of the next day which is a Business Day. The last day of any <br />period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which <br />the Property is located. As used herein, the term "Business Day" means any day excluding <br />-15- <br />