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release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br />about, to or from, the Property. This indemnity shall include, without limitation, any damage,
<br />liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action,
<br />suit or proceeding for personal injury (including sickness, disease, or death, tangible or
<br />intangible property damage, compensation for lost wages, business income, profits or other
<br />economic loss, damage to the natural resource or the environment, nuisance, pollution,
<br />contamination, leak, spill, release, or other adverse effect on the environment). This indemnity
<br />extends only to liability created prior to or up to the date this escrow shall close. Seller shall not
<br />be responsible for acts or omissions to act post close of this escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the
<br />completion of this transaction, and the escrow created hereby, is contingent upon the specific
<br />acceptance and approval of the City herein. The execution of these documents and the
<br />delivery of same to Escrow Agent constitutes said acceptance and approval.
<br />21. Modification and Amendment. This Agreement may not be modified or amended except
<br />in writing signed by the Seller and City.
<br />22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
<br />conclusion of which would adversely affect the validity, legality, or enforcement of this
<br />Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain
<br />in full force.
<br />23. Captions. Captions and headings in this Agreement, including the title of this
<br />Agreement, are for convenience only and are not to be considered in construing this
<br />Agreement.
<br />24. Governing Law. This Agreement shall be governed by and construed in accordance
<br />with the laws of the State of California.
<br />25. No Reliance By One Party On The Other. Each party has received independent legal
<br />advice from its attorneys with respect to the divisibility of executing this Agreement and the
<br />meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their
<br />fair meaning, and not for or against any party based upon any attribution to such parry as the
<br />source of the language in question.
<br />26. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto
<br />and no other person or entity has or shall acquire any rights hereunder.
<br />27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the
<br />other, execute and deliver such further documents (in form and substance reasonably acceptable
<br />to the party to be charged) and do such other acts and things as are reasonably necessary and
<br />appropriate to effectuate the terms and conditions of this Agreement, without cost.
<br />28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall
<br />inure to the benefit of the successors and assigns of the parties to this Agreement.
<br />29. Authority to Execute Agreement. Each undersigned represents and warrants that its
<br />signature herein below has the power, authority and right to bind their respective parties to each
<br />of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
<br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
<br />in fact, held by the signatory or is withdrawn.
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