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Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource
<br />Conservation Recovery and Comprehensive Environmental Response Compensation and
<br />Liability Acts, and the California Environmental Quality Act, and the rules, regulations, and
<br />ordinances of the city within which the subject property is located, the California
<br />Department of Health Services, the Regional Water Quality Control Board, the State Water
<br />Resources Control Board, the Environmental Protection Agency, and all applicable federal,
<br />state, and local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold Buyer harmless from and against
<br />any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
<br />arising out of, or based upon (i) the presence, release, use, generation, discharge, storage,
<br />or disposal of any Hazardous Material on, under, in or about, or the transportation of any
<br />such materials to or from, the Property, or (ii) the violation, or alleged violation, of any
<br />statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
<br />generation, release, discharge, storage, disposal, or transportation of Hazardous Materials
<br />on, under, in, or about, to or from, the Property. This indemnity shall include, without
<br />limitation, any damage, fine, penalty, punitive damage, cost, or expense arising from or out
<br />of any claim, action, suit or proceeding for personal injury (including sickness, disease, or
<br />death, tangible or intangible property damage liability, compensation for lost wages,
<br />business income, profits or other economic loss, damage to the natural resources or the
<br />environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect
<br />on the environment). This indemnity extends only to liability created prior to or up to the
<br />date this escrow shall close. Seller shall not be responsible for acts or omissions to act
<br />post close of this escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the completion
<br />of this transaction, and the escrow created hereby, is contingent upon the specific
<br />acceptance and approval of the Buyer herein. The execution of these documents and the
<br />delivery of same to Escrow Agent constitutes said acceptance and approval.
<br />21. Modification and Amendment. This agreement may not be modified or amended except
<br />in 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
<br />Agreement shall have no effect, but all the remaining provisions of this Agreement shall
<br />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 />25. Governing Law. This Agreement shall be governed by and construed in accordance with
<br />the laws of the State of California.
<br />26. 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
<br />of the provisions hereof. The provisions of this Agreement shall be construed as to their fair
<br />meaning, and not for or against any party based upon any attribution to such party as the
<br />source of the language in question.
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