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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 <br />required or permitted to be given or served hereunder or under any document or instrument <br />executed pursuant hereto will be in writing and will be delivered personally or sent by United <br />States registered or certified mail, return receipt requested, postage prepaid or by overnight express <br />courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, <br />and the same will be effective upon the date of confirmed dispatch, if by electronic communication <br />receipt if delivered personally or via overnight express courier or on the third Business Day after <br />deposit if mailed. A party may change its address for receipt of notices by service of a notice to <br />such change in accordance herewith. Buyer and Seller hereby agree that notices may be given <br />hereunder by the parties' respective counsel and that, if any communication is to be given <br />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: Mehrdad Houriani <br />714 South Plymouth Blvd <br />Los Angeles, CA, 90005 <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 />-15- <br />