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<br />311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004
<br />of the Resource Conservation and Rec(l/ery Act, 42 U.S.C. S6901 et sea. (42 U.S.C. S6903) or (xi) defined as
<br />a "hazardous substances" pursuant 0 Section 101 of the Comprehensive Environmental Response,
<br />Compensation, as amended by Liability tlct, 42. U.S.C. S9601 et sea. (42 U.S.C. S9601).
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<br />18. Compliance With Environmental (.aws. To the nest of Seller's knowledge the Property complies with all
<br />applicable laws and governmental regulcions including, without limitation, all applicable federal, state, and local
<br />laws pertaining to air and water quality hazardous wallte, waste disposal, and other environmental matters,
<br />including, but not limited to, the Clean Water, Clean Air, i=ederal Water Pollution Control, Solid Waste Disposal,
<br />Resource Conservation Recovery and Gomprehensive Environmental Response Compensation and Liability
<br />Acts, and the California Environment C.L'ality Act, and the rules, regulations, and ordinances of the city within
<br />which the subject property is located, the. ~alifornia Department of dealth Services, the Regional Water Quality
<br />Control Board, the State Water Resoul'~es Control Board, the >::nvironmental Protection Agency, and all
<br />applicable federal, state, and local agencie~' and bureaus.
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<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim,
<br />action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense
<br />(including, without limitation, attorneys' feAs), resulting from, arising out of, or based upon (i) the presence,
<br />release, use, generation, discharge, storagn, or disposal of any Hazardous Material on, under, in or about, or
<br />the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any
<br />statute, ordinance, order, rule, regulation, pen'lit, judgment, or license relating to the use, generation, release,
<br />discharge, storage, disposal, or transportation af Hazardous Materials on, under, in, or about, to or from, the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage,
<br />cost, or expense arising from or out of any t..!aim, action, suit or proceeding for personal injury (including
<br />sickness, disease, or death, tangible or intangible property dumage, compensation for lost wages, business
<br />income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution,
<br />contamination, leak, spill, release, or other adverse effect on the 9nvironment). This indemnity extends only to
<br />liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or
<br />omissions to act post close of this escrow.
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<br />20. Continaency. 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 constitutes said
<br />acceptance and approval.
<br />
<br />21. Modification and Amendment. This Agreement may not be modified or amended except in writing
<br />signed by the Seller and City.
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<br />22. 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 all
<br />the remaining provisions of this Agreement shall remain in full force.
<br />
<br />23. 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 />24. Governina Law. This Agreement shall be governed by and construed in accordance with the laws of the
<br />State of California.
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<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 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
<br />based upon any attribution to such party as the source of the ianguage in question.
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<br />26. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other
<br />person or entity has or shall acquire any rights hereunder.
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