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<br />liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, <br />suit or proceeding for personal injury (including sickness, disease, or death, tangible or <br />intangible property damage, compensation for lost wages, business income, profits or other <br />economic loss, damage to the natural resource or the environment, nuisance, pollution, <br />contamination, leak, spill, release, or other adverse effect on the environment). This indemnity <br />extends only to liability created prior to or up to the date this escrow shall close. Seller shall not <br />be responsible for acts or omissions to act post close of this escrow. <br /> <br />20. Continqencv. It is understood and agreed between the parties hereto that the <br />completion of this transaction, and the escrow created hereby, is contingent upon the specific <br />acceptance and approval of the City herein. The execution of these documents and the <br />delivery of same to Escrow Agent constitutes said acceptance and approval. <br /> <br />21. Modification and Amendment. This Agreement may not be modified or amended except <br />in writing signed by the Seller and City. <br /> <br />22. Partiallnvaliditv. 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 remain <br />in full force. <br /> <br />23. Captions. <br />Agreement, are <br />Agreement. <br /> <br />Captions and headings in this Agreement, including the title of this <br />for convenience only and are not to be considered in construing this <br /> <br />24. Governinq Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of California. <br /> <br />25. No Reliance Bv One Partv On The Other. Each party has received independent legal <br />advice from its attorneys with respect to the divisibility of executing this Agreement and the <br />meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their <br />fair meaning, and not for or against any party based upon any attribution to such party as the <br />source of the language in question. <br /> <br />26. No Third Partv Beneficiary This Agreement is intended to benefit only the parties hereto <br />and no other person or entity has or shall acquire any rights hereunder. <br /> <br />27. Dutv To Cooperate Further. Each party hereby agrees that it shall, upon request of the <br />other, execute and deliver such further documents (in form and substance reasonably acceptable <br />to the party to be charged) and do such other acts and things as are reasonably necessary and <br />appropriate to effectuate the terms and conditions of this Agreement, without cost. <br /> <br />28. Applicabilitv of Aqreement To Assiqnees. This Agreement shall be binding upon and shall <br />inure to the benefit of the successors and assigns of the parties to this Agreement. <br /> <br />29. Authoritv to Execute Aqreement. 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 <br />the terms of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not, <br />in fact. held by the signatory or is withdrawn. <br /> <br />30. incorDoraticr: of F;<hibits. J~,Ji :::::dliblt3 r~ier~nc:=d herew' ~nc attdche!~ i~er5tc .sh8H -~e <br />inccrpcrsted 3$ if 'flJil~i se!rorth In ::he body cf [[-'11: .:lgr:=snent <br /> <br />