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of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the
<br />Environmental Protection Agency, and all applicable federal,.state, and local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any
<br />claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
<br />expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the
<br />presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or
<br />about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged
<br />violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
<br />generation, 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, liability, fine,
<br />penalty, 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 natural
<br />resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse
<br />effect on the environment). This indemnity extends only to liability created prior to or up to the date this
<br />escrow shall close. Seller shall not 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 completion of this
<br />transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the
<br />City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said
<br />acceptance and approval.
<br />21. Modification and Amendment. This PSA may not be modified or amended except in writing signed
<br />by the Seller and City.
<br />22. 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 the
<br />remaining provisions of this PSA shall remain in full force.
<br />23. 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 />24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the
<br />State of California.
<br />25. 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 />26. 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 />27. 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 />28. Applicability of Agreement 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 />25F-12
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