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<br />arising out Of, or based upon (I) the presence, release, use, generation, discharge, storage, or
<br />disposal 01 any Hazardous Material on, under, in or about, or the transportation of any such
<br />materials to or from, the Property, or (II) the violation, or alleged violation, 01 any statute.
<br />ordinance. order, rule, regulation, permit. judgment, or license relating 10 Ihe use. generation,
<br />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 (indudlng 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 10 the date this escrow shall dose. Seller shall not
<br />be responsible for acts or omissions 10 act post close of this escrow.
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<br />20. Contlnaenc:v. II is understood and agreed between the parties herelo that the
<br />completion of this lransacllon, and the escrow created hereby, Is contingent upon the specific
<br />acceptance and approvel 01 the City herein. The execution 01 thesa documents and the
<br />delivery of same to Escrow Agent constitutes said acceptance and approval.
<br />
<br />21. Modification and Amendment This Agreemenl may not be modified or amended
<br />except in writing signed by the Seller and City.
<br />
<br />22. Plirtiallnvalldltv. Any provision of thlll Agraementthat is unenforceable or invalid or
<br />the oonclusion of whiclh would adversely affect the validity, legality, or enforcement of this
<br />Agreement shall have no eflect. but all the remaining provisions of this Agreement shall remain
<br />in full force.
<br />
<br />23.. Cautions. Captions and headings In this Agreement. including tha tilla of. .lhls
<br />Agreement. Bill for convenience only and are nol to be considered In construing this
<br />Agreement.
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<br />24. Governlna Law. This Agreement shall be govemed by and construed In accordance
<br />with the laws of the State of Califomia.
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<br />25. No Reliance Bv One Party On The other. Eaclh party has reoeived independent legal
<br />advice from Its attomeys with respect to the divisibility of executing this Agreement and the
<br />meaning of the pro'llsions hereof. The provisions of this Agreement shall be construed lIS 10 their
<br />fair meaning, and not for or agalnSI any party based upon any attribution to such party as the
<br />&Ource of the language In question.
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<br />26. No Third Party s-flcilrv. This Agreement is intended 10 benefit only the parties
<br />hereto and no other person or entity has or shall acquire any rights hereunder.
<br />
<br />27. Duty To CoolMl'llte Further. Eaclh party horeby agrees Ihet it shall. upon request of the
<br />other, execute end deliver such further documents (In form and substance reasonably acceptable
<br />\0 the party \0 be charged) and do suclh other acts and things as are reasonably necessary and
<br />appropltate to effectuate the terms and oondItlons Of this Agreement, without cost.
<br />
<br />28. ADDIlcabllltv of AG....ment To Asslan.... This Agreemenl shall be binding upon and
<br />shall Inure to the benent of the successors and assigns of the parties 10 this Agreement.
<br />
<br />29. Authorltv to Execute Aareement. Eaclh undersigned repreeents ilnd warrants thaI its
<br />signalure herein below has the power, authority and rtghtlO bind thalr respective parties 10 oach of
<br />the terms of this Agreement. and shall indemnify City fully, including Ill880nable costs and
<br />S
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<br />rror J"O nTJ'XQ4 "4 n~ ~1 ~ S All)
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