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Irvine, CA 92614 <br />Attn: Richard M. Mayo, President <br />Facsimile: 949 - 502 -2997 <br />E- Mail: rmayo @spyglassinvestmentco.com <br />Any notice or other document sent by personal delivery, overnight courier or <br />registered or certified mail as aforesaid shall be considered to have been effectively served <br />or delivered on the day of actual delivery (whether accepted or refused) as evidenced by <br />printed confirmation if by facsimile or email (provided that if any notice or other <br />communication to be delivered by facsimile or email attachment as provided above cannot <br />be transmitted because of a problem affecting the receiving party's facsimile machine or <br />computer, the deadline for receiving such notice or other communication shall be extended <br />through the next business day), as shown by the addressee's return receipt if by certified <br />mail, and as confirmed by the courier service if by courier; provided, however, that if such <br />actual delivery occurs after5:00 p.m. (local time where received) oron a non - business day, <br />then such notice or communication so made shall be deemed effective on the first business <br />day after the day of actual delivery. <br />8.2 Time of Essence <br />Time is of the essence with respect to each and every provision hereof. <br />8.3 Assignment <br />Neither this Agreement, nor any interest herein, shall be assignable by any <br />party without prior written consent of the other, non - assigning party hereto. For Seller, the <br />Executive Director of the Community Development Agency shall have the authority to <br />review and approve or deny any request for assignment. <br />8.4 Governing Law <br />All questions with respect to this Agreement, and rights and liabilities of the <br />parties hereto, shall be governed by the laws of the State of California. Venue shall be in <br />the County of Orange. <br />8.5 Inurement <br />Subject to the restrictions against assignment as herein contained, this <br />Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors <br />in interest, personal representatives, estates, heirs and legatees of each of the parties <br />hereto. <br />8.6 Attorney Fees <br />In the event of any controversy, claim or dispute between the parties hereto, <br />arising out of or relating to this Agreement or the breach thereof, the prevailing party shall <br />be entitled to recover from the other party reasonable expenses, attorney fees and costs. <br />20A -21 <br />