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8.7.3 Settlement. The Indemnitor may,with the Indemnitee's consent,not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indenmitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project entitlements is not jeopardized in any way. 8.7.4 Insurance Proceeds. The Indemnitor's obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. 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, if applicable, and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel, if applicable, may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: THRIVE Santa Ana, Inc. P.O. Box 1935 Santa Ana, CA 92702 Attn: Ana Urzua If to Seller: City of Santa Ana Community Development Agency 20 Civic Center Plaza, M25 Santa Ana, CA 92701 Attn: Executive Director with a copy to: City of Santa Ana 20 Civic Center Plaza, M30 Santa Ana, CA 92701 Attn: City Clerk 9.2 Assignment. Seller may not assign its interest in this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Buyer may not assign its interest in this _19_