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storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty,
<br />punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
<br />personal injury (including sickness, disease, or death, tangible or intangible property damage,
<br />compensation for lost wages, business income, profits or other economic loss, damage to the
<br />natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or
<br />other adverse effect on the environment). This indemnity extends only to liability created prior to
<br />or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to
<br />act post close of this escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the completion of
<br />this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
<br />approval of the City herein. The execution of these documents and the delivery of same to
<br />Escrow Agent constitutes said acceptance and approval.
<br />21. Modification and Amendment. This Agreement may not be modified or amended except in
<br />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 Agreement
<br />shall have no effect, but all the remaining provisions of this Agreement shall remain in full force.
<br />23. Captions. Captions and headings in this Agreement, including the title of this Agreement,
<br />are for convenience only and are not to be considered in construing this Agreement.
<br />24. Governing Law. This Agreement shall be governed by and construed in accordance with the
<br />laws of the State of California.
<br />25. No Reliance By One Party On The Other. Each party has received independent legal advice
<br />from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the
<br />provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and
<br />not for or against any party based upon any attribution to such party as the source of the language
<br />in question.
<br />26. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and
<br />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 other,
<br />execute and deliver such further documents (in form and substance reasonably acceptable to the
<br />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 of
<br />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, in
<br />fact, held by the signatory or is withdrawn.
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