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8.7.1 Prompt Notice. The Indemnitee shall promptly <br />notify the Indemnitor of any claim. To the extent, and only to the extent, that <br />the Indemnitee fails to give prompt Notice of a Claim and such failure materially <br />prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor <br />shall be relieved of its indemnity obligations for such claim. <br />8.7.2 Selection of Counsel. The Indemnitor shall select <br />counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's <br />insurance carrier that is providing coverage for a claim shall be deemed <br />reasonably satisfactory. Even though the Indemnitor shall defend the action, <br />Indemnitee may, at its option and its own expense, engage separate counsel to <br />advise it regarding the claim and its defense. The Indemnitee's separate counsel <br />may attend all proceedings and meetings. The Indemnitor's counsel shall <br />actively consult with the Indemnitee's separate counsel. The Indemnitor and its <br />counsel shall, however, fully control the defense, except to the extent that the <br />Indemnitee waives its rights to indemnity and defense for such claim. <br />9. Miscellaneous. <br />9.1 Notices. Any notice, request, demand, instruction or other document required or <br />permitted to be given or served hereunder or under any document or instrument executed pursuant hereto <br />will be in writing and will be delivered personally or sent by United States registered or certified mail, <br />return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to <br />the parties at their perspective addresses set forth below, and the same will be effective upon the date of <br />confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express <br />courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of <br />notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that <br />notices may be given hereunder by the parties' respective counsel and that, if any communication is to be <br />given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals <br />as required to comply with the provisions of this Section. <br />If to Buyer: Southwest Group Properties, LLC <br />714 S. PIymouth Blvd <br />Los Angeles, CA 90005 <br />Attn: Amir Houriani <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 />-15- <br />