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<br />19. 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 City <br />herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance <br />and approval. <br /> <br />20. Modification and Amendment. This Agreement may not be modified or amended except in writing <br />signed by the Seller and City. <br /> <br />21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of <br />which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but <br />all the remaining provisions of this Agreement shall remain in full force. <br /> <br />22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for <br />convenience only and are not to be considered in construing this Agreement. <br /> <br />23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. <br /> <br />24. No Reliance Bv One Partv On The Other. Each party has received independent legal advice from its <br />attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof. <br />The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based <br />upon any attribution to such party as the source of the language in question. <br /> <br />25. No Third Partv Beneficiarv. This Agreement is intended to benefit only the parties hereto and no other <br />person or entity has or shall acquire any rights hereunder. <br /> <br />26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and <br />deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do <br />such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this <br />Agreement, without cost. <br /> <br />27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the <br />benefit of the successors and assigns of the parties to this Agreement. <br /> <br />28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow <br />has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the <br />event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br /> <br />29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body ofthis Agreement. <br /> <br />30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code ofthe State <br />of California are hereby waived. Civil Code section 1542 provides as follows: <br /> <br />"A general release does not extend to claims which the creditor does not know or suspect to <br />exist in his favor at the time of executing the release, which if known by him must have <br />materially affected his settlement with the debtor." <br /> <br />5 <br />