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This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller <br />shall not be responsible for acts or omissions to act post close of this escrow. <br />21. Continarenoy. 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 Escrow <br />Agent constitute said acceptance and approval. <br />22. Modification and Amendment. This PSA may not be modified or amended except in writing <br />signed by the Seiler and City. <br />23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion <br />of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, <br />but all the remaining provisions of this PSA shall remain in full force. <br />24. Captions. Captions and headings in this PSA, including the title of this PSA, are for <br />convenience only and are not to be considered in construing this PSA. <br />25. governjp Law. This PSA shall be governed by and construed in accordance with the laws <br />of the State of California. <br />26. No Reliance By One Partv On The Other. Each party has received independent legal advice <br />from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions <br />hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any <br />party based upon any attribution to such party as the source of the language in question. <br />27. No 'Third Pariv Beneficiary. This PSA is intended to benefit only the Parties hereto and no <br />other person or entity has or shall acquire any rights hereunder. <br />26. Duty To C000erate 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 party <br />to be charged) and do such other acts and things as are reasonably necessary and appropriate to <br />effectuate the terms and conditions of this PSA, without cost. <br />29. Agglicabitity of Agreement To AssigaM. This PSA shall be binding upon and shall inure to <br />the benefit of the successors and assigns of the Parties to this PSA. <br />30. Authority to Execute Acareemerat. 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 the <br />terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />31. Incor oration of Exhibits. All Exhibits referenced herein and attached hereto shall be <br />incorporated as if fully set forth in the body of this PSA. <br />Page 6 of 12 <br />