CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . 5.2 is intended to be in furtherance of and in addition to, and not as a limitation upon, the indemnity and defense obligations of the City under Section 5.1 above. 5.3, Notwithstanding anything herein to the contrary, the indemnification obligations set forth in this Section 5 shall immediately and automatically terminate and shall be of no further force or effect as to an Indemnifying Party upon such Indemnifying Party's sale or other transfer or conveyance of the entirety of its interest in and to the Real Properties, and thereafter only the holders of an ownership interest in the Real Properties shall be obligated and liable for the indemnification obligations hereunder; provided, however, that no Indemnifying Party shall be released from liability for indemnification as to any acts or omissions which may have occurred prior to such Indemnifying Party's sale or other transfer or conveyance of the entirety of its interest in the Real Properties. 5,4. The indemnification obligations in this Section are expressly intended to be, and shall be, several and no Indemnifying Party shall be liable for or obligated to indemnify the Indemnified Parties for any losses, costs or damages incurred by the Indemnified Parties as a result of any negligent or intentional acts or omissions of another Indemnifying Party or the Indemnified Parties. 5.5, If any third party notifies a Party of any matter (a "Third Party Claim") which may give rise to a claim for indemnification under this Section 5, then that Party shall promptly notify the Indemnifying Party in writing of the Third Party Claim. The Indemnifying Party shall be relieved of any obligation or liability under this Section 5, to the extent a delay by the Party giving notice of the receipt of the Third Party Claim results in any damage or prejudice to that Party. If the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, without the prior written consent of the Indemnified Party (which consent shall not be withheld unreasonably). 6, General Provisions, 6.1. Notices. All notices or other communications between City and Developer required or permitted hereunder shall be in writing and personally delivered or sent by fax, certified mail, return receipt requested and postage prepaid, or sent by reputable overnight courier, to the following addresses: If to City: City of Santa Ana Clerk of the Council 20 Civic Center Plaza M-30 Santa Ana, California 92701 Telephone: (714) 647-6520 Facsimile: (714) 647-6956 With a copy to: City of Santa Ana Public Works Executive Director of Public Works 20 Civic Center Plaza M-21 Santa Ana, California 92701 Telephone: (714) 647-5201 Facsirnile: (714) 647-5622 557986.11 6