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Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 9. Miscellaneous. 9.1 Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail,return receipt requested,postage prepaid or by overnight express courier,postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch,if by electronic communication receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: Mehrdad Houriani 714 South Plymouth Blvd Los Angeles,CA,90005 If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ma,CA 92702 Attn: Clerk of the Council with a copy to: City of Santa Ma 20 Civic Center Plaza M-21 Santa Ma,CA 92702 Attn: Executive Director of Public Works 9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third-party beneficiary theory,laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including,but not limited to, any (a)liabilities or obligations of Seller to its creditors, shareholders, members, partners,managers,or owners,(b)liabilities or obligations of Seller with respect to any acts,events or transactions occurring prior to,on or after the Close of Escrow,(c)liabilities or obligations of Seller for any federal,state,county or local taxes,or(d)any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to -15-