25K - AGMT - ECONOMIC DEVELOPMENT RELOCATION

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To IPC: IPC (USA), Inc. 20 Pacifica Suite 650 Irvine, CA. 92618 Attention: Chief Financial Officer Facsimile: (949) 861-6475 Each notice shall be deemed delivered on the date delivered if by personal delivery or by overnight courier service, on the date of receipt as disclosed on the return receipt if by mail, or on the date of transmission with confirmed successful transmission and receipt if by facsimile. By giving to the other party written notice as provided above, the parties to this Agreement shall have the right from time to time, and at any time during the term of this Agreement, to change their respective addresses or contact persons. 5.7 Representations and Warranties. As a material inducement to City's entry into this Agreement, IPC represents and warrants to City that (i) IPC has the full power and authority to enter into and perform under this Agreement; and (ii) all authorizations and approvals required to make this Agreement binding upon IPC have been duly obtained As a material inducement to IPC's entry into this Agreement, City represents and warrants to IPC that, subject to and limited by the provisions of Section 5.2, (i) City has the full power and authority to enter into and perform under this Agreement; and (ii) all authorizations and approvals required to make this Agreement binding upon City have been duly obtained. 5.8 Litigation Expenses. If either of the parties institutes any legal action against the other in connection with any controversy related to, concerning or arising out of this Agreement, or any facts based upon or involving this Agreement, then the prevailing party, whether in court, through mediation, arbitration or by way of out-of-court settlement, shall be entitled to recover from the non-prevailing party such prevailing party's reasonable attorneys' fees, court costs, expert witness fees and other expenses relating to such controversy, including such fees, costs and expenses on appeal, if any; and the arbitrator(s), if any, is hereby authorized to make such an award to the prevailing party in arbitration. 5.9 Termination. In the event this Agreement terminates, no termination shall release any party in default and this Agreement shall survive for purposes of allowing a party to enforce its rights and remedies under this Agreement in the event of a default, including without limitation the provisions of Section 4.3. All indemnification provisions and any other provision that by its nature cannot be performed during the term of this Agreement shall survive the termination of this Agreement. 5.10 Defense of Third Party Claims. To the fullest extent permitted by law, IPC shall indemnify, defend and hold harmless the City, its officers, agents, and employees from and against any and all losses, liabilities, damages, costs and expenses that may be asserted by a third party, including attorney's fees and costs in the event that a third party files litigation challenging the validity or enforceability of this Agreement, or any payment of the City Consideration by the City to IPC. The City and IPC may jointly defend the Agreement and/or City Consideration payment. If the litigation is filed only against the City, IPC may move to intervene as a defendant, respondent or real party in interest, based upon the nature and form of the litigation. 131,030876-0001 ??j`?' 59404272A7. 10 . 11 25? \-1 2