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notice of such Claim promptly after the Indemnified Party first becomes aware <br />i thereof; provided, however, that failure so to give such notice -shall not preclude <br />indemnification with respect to such Claim except to the extent of any additional <br />or increased Losses or other actual prejudice directly caused by such failure. The <br />Indemnifying Party shall have the right to choose counsel to defend such Claim <br />subject to the approval of such counsel by the Indemnified- Party, which <br />approval shall not be unreasonably withheld, conditioned or delayed), and to <br />control, compromise and settle such Claim, and the Indemnified Party shall have <br />the right to participate in the defense at its sole expense; provided, however, the <br />Indemnified Party shall have the right to take over the control of the defense or <br />settlement of such Claim at any time if the Indemnified Party irrevocably waives <br />all rights to indemnification from and by the Indemnifying Party. The <br />Indemnifying Party and the Indemnified Party shall cooperate in the defense or <br />settlement of any Claim, and no party shall have the right- enter into any <br />settlement agreement that materially affects the other party's material rights or <br />material interests without such party's prior written consent, which consent will <br />not be unreasonably withheld or delayed. <br />8.4. LIMITED LIABILITY. Notwithstanding anything to the contrary in this <br />Agreement, neither party shall be liable to the other, by reason of any <br />representation or express or implied warranty, condition or other term or any duty <br />at common or civil law, for any indirect, incidental, special, lost profits or <br />consequential damages, however caused and on any theory of liability arising out <br />of or relating to this Agreement. <br />9. NOTICES. Any notices to be given hereunder shall be in writing, and shall be <br />deemed to have been given (a) upon delivery, if delivered by hand, (b) three (3) days <br />after being mailed first class, certified -mail, return receipt requested, postage and <br />registry fees prepaid, or (c) one Business Day after being delivered to a reputable <br />overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next <br />day delivery, if the courier service obtains a signature acknowledging receipt, in each <br />case addressed or sent to such party as follows: <br />9.1. Notices to Redflex: <br />Redflex Traffic Systems, Inc. <br />15020 North 74th Street <br />Scottsdale, AZ 85260 <br />Attention: Ms. Karen Finley <br />Facsimile: (480) 607-5552 <br />9.2. Notices to the Customer: <br />City of San Leandro <br />835 E. 14th St. <br />San Leandro, CA 94577 <br />Attn: Lt. Pete Ballew <br />Fax: (510) 577-3275 <br />With a copy to: <br />13