BRISTOL CENTER PROPERTIES, LLC (2)

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8,7,1 Prompt Notice, The Indemnitee shall promptly notify the hide/miter of any claim. To the extent,and only to the extent,that therndomuitee fails to give prompt Notice of a Claim and such Mute materially prejudices the Indemnitor in providing indemnity for such claim,the Indemnitor shall be relievedof its indemnity obligations for such claim. ' 8.7.2 Selection ofCounsel. The Inderanitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. )3ven though the Indemnitor shall defend the action, Indemnitee may,at its option and its own expense, engage separate counsel to advise it regarding the claim end its defense. The Indemnitee's separate counsel may attend all proceedings and meetings, The Indaronitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnimr and its counsel shall,,however,fully control the defense,except to the present that the Indemnitee waives its rights to indemnity and defense for snob claim. 9. $iscelhanoous, 9.1 Notices, Any notice,request, demand, instruction or other document requited or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will he delivered personally or sent by United States registered of certified mail, return receipt requested,postage prepaid or by overnight express courier,postage prepaid and addressed to the parties at their perspentive addressed set forth below,and the aarne will be effective upon the date of confirmed dispatch,if by electronic com nunioadon receipt if delivered personally or via overnight express courier or on the third.Business Day afterdeposit;fmailed. A patty may change its address fir receipt of notices by service of a notice to such change in accordance herewith. Bayer and Seller hereby agree that notices may be given hereunder by the patties'respective counsel and that,if any communication is to be given hereunder by Buyer's or Seller's counsel,Such counsel may communicate direotlywith all principals as required to comply with the provisions of this'Seetion. Ins Buyer, Southwest Group Properties,I.I.0 714 S.Plymouth Blvd Los Angeles,CA 90005 Attn:Amir Elouriani If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ana,CA 92702 Attn:Clerk of the Council with a copy to: City of Santa Ana 20 Civic Center Plaza M-21 Santa Ana,CA 92702 Attn:&ecutive Director of Public Works -I5- ' 1