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<br />~ <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 ofthis 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 Party 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 Party 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. Authoritv 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event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 of this Agreement. <br /> <br />30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the 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 />Notwithstanding the provisions of Civil Code section 1542, Seller hereby irrevocably and <br />unconditionally releases and forever discharges the City and each and all of its officers, agents, directors, <br />supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, <br />or in concert with the City from any and all charges, complaints, claims, and liabilities of any kind or nature <br />whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which <br />Seller at any time heretofore had or claimed to have or which Seller at any time hereafter may have or claim to <br />have, including, without limitation, any and all claims related or in any manner incidental to this transaction. <br /> <br />5 <br />