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8.7.3 Settlement. The Indemnitor may, with the Indemnitee's consent, not <br />to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for <br />any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, <br />settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the <br />Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the <br />Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this <br />Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project <br />entitlements is not jeopardized in any way. <br />8.7.4 Insurance Proceeds. The Indemnitor `s obligations shall be reduced <br />by net insurance proceeds the Indemnitee actually receives for the matter giving rise to <br />indemnification obligation. <br />9. Miscellaneous. <br />9.1 Notices. Any notice, request, demand, instruction or other document <br />required or permitted to be given or served hereunder or under any document or instrument <br />executed pursuant hereto will be in writing and will be delivered personally or sent by United <br />States registered or certified mail, return receipt requested, postage prepaid or by overnight express <br />courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, <br />and the same will be effective upon the date of confirmed dispatch, if by electronic communication <br />receipt if delivered personally or via overnight express courier or on the third Business Day after <br />deposit if mailed. A party may change its address for receipt of notices by service of a notice to <br />such change in accordance herewith. Buyer and Seller hereby agree that notices may be given <br />hereunder by the parties' respective counsel, if applicable, and that, if any communication is to be <br />given hereunder by Buyer's or Seller's counsel, such counsel, if applicable, may communicate <br />directly with all principals as required to comply with the provisions of this Section. <br />If to Buyer: THRIVE Santa Ana, Inc. <br />P.O. Box 1935 <br />Santa Ana, CA 92702 <br />Attn: Ana Urzua <br />If to Seller: City of Santa Ana <br />Community Development Agency <br />20 Civic Center Plaza, M25 <br />Santa Ana, CA 92701 <br />Attn: Executive Director <br />with a copy to: City of Santa Ana <br />20 Civic Center Plaza, M30 <br />Santa Ana, CA 92701 <br />Attn: City Clerk <br />9.2 Assignment. . Seller may not assign its interest in this Agreement, or any of <br />its rights or obligations hereunder, without the prior written consent of Buyer, which shall not be <br />unreasonably withheld, conditioned or delayed. Buyer may not assign its interest in this <br />-19- <br />