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indemnity extends anly to liability created. p~.or to or up to the date phis escrow shall close. feller shall not be <br />responsible for acts or o~r~issions to act post close of this escrow. <br />1 ~. Contingency. It is understood and agreed between the parties hereto that the completion. of this <br />transaction} .~ the escrow created hereby, is contingent upon the specific acceptance and approval of the <br />Agency herein. The execution of these documents and the ~.~~~~~ of same to Escrow Agent constitutes said <br />acceptance and approval. <br />~, 1V~odi~cation and Amendment. This Agreement nay not be modified ar amended except in writing <br />signed by the feller and Agency. <br />21. 1?artial Invalidit . Any provision of this Agreement that is unenforceable or invalid or the conclusion of <br />which would adversely affect the validity, legalityx or enforcement of this Agreement shall have na effect, but <br />all the remaining provisions of this Agreement shall remain in full farce, <br />2. Ca tions. Captions ar~d head1r~gs ~n this A.green~ent, including the title of #his Agreement, are for <br />convenience only and are not to be considered in construing this Agreement. <br />~3. overnin~ haw. This Agreement shall be governed by aid ca~trued ~n accarda~ce Frith the laws of tyre <br />State of California <br />~~. ~'o reliance By one Party n The ether. Each party has received independent legal advice from its <br />attorneys with respect to the divisibility of e~ecutin this Agreement anal the rr~eaning of the provisions hereof. <br />The provisions of this Agreen~ertt shall be construed as tQ their fair meaning, and not for or against any party based <br />upon any attribution to such party as the source ~f the language in question. <br />Z5. No ,Third a~ ~en.ecia ~h~.s Agreement is intended to benefit any the pales hereto and na other <br />person or en~ty has or shall acquire any rights hereunder. <br />~~. Duty To Coa~erate Further. Each party hereby agrees that it shall, upon request of the other, execute and <br />deliver such further documents, include a statement rents and authorisation for seeping land use entitlements, ~~ <br />form and substance reasonably acceptable to the p~ to be charged and do such other acts and things as arc <br />reasonably necessary and appropriate to effectuate the terms and conditions ofthis Agreement,without cast. <br />~7. Acal~ility of Ag~ement To„Assignees. This Agreement shall be binding upon and shall inure to the <br />benefit ofthe successors and assigns ofthe parties to this Agreement. <br />Z8. Authority to Execute Agr,ernent, Each undersigned represents and warrants that its signature hereinbelow <br />has the paver, authority and right to bind their respective panics to each of the terms of this Agreement, and shall <br />indemnify Agency fully, including reasonable costs and attorney's fees, far any injuries ox damages to Agency in <br />the event that such authority ar power is not, in fact, held by the signatory or is withdrawn. <br />~9. ~nco oration ofE~hibits. All Exlublts referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body ofthis Agreement. <br />~~. ~telease. The parties hereto hereby agree that all rights under Section 1 4 of the Civil Cade of the State <br />of Calxfoznia are hereby waived. Civil Cade section 1 ~2 provides as follows: <br />"A e~eral release does nit exte~.d t~ el~~~ns which the eredit~r does nit know ar supeet to <br />exist ~u his Favor ~ the t~n~e of executing the ~elease~ which if known by him rr~ust have <br /> <br />