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date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this <br />escrow. <br />16. Modification and Amendment. This PSA may not be modified or amended except in writing <br />signed by the Seller and City. <br />17. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of <br />which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all <br />the remaining provisions of this PSA shall remain in full force. <br />18. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience <br />only and are not to be considered in construing this PSA. <br />19. Governing This PSA shall be governed by and construed in accordance with the laws of the <br />State of California. <br />20. No Reliance By One Party On The Other. Each party has received independent legal advice from its <br />attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The <br />provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon <br />any attribution to such party as the source of the language in question. <br />21. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other <br />person or entity has or shall acquire any rights hereunder. <br />22. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute <br />and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) <br />and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and <br />conditions of this PSA, without cost. <br />23. Applicabilit~greement To Assignees. This PSA shall be binding upon and shall inure to the <br />benefit of the successors and assigns of the Parties to this PSA. <br />24. Authority to Execute Agreement. Each undersigned represents and warrants that its signature <br />hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA, <br />and shall indemnify Ciry fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />Page 3 of 7 <br />