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19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
<br />against 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, or
<br />disposal of any Hazardous Material on, under, in or about, or the transportation of any such
<br />materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute,
<br />ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation,
<br />release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br />about, to or from, the Property. This indemnity shall include, without limitation, any damage,
<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 />20. Contingency. 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 />21. Modification and Amendment. This Agreement may not be modified or amended
<br />except in writing signed by the Seller and City.
<br />22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or
<br />the 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 />23. Captions. Captions and headings in this Agreement, including the title of this
<br />Agreement, are for convenience only and are not to be considered in construing this
<br />Agreement.
<br />24. Governing Law. This Agreement shall be governed by and construed in accordance
<br />with the laws of the State of California.
<br />25. No Reliance By 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 parry as the
<br />source of the language in question.
<br />26. No Third Partv Beneficiary. This Agreement is intended to benefit only the parties
<br />hereto and no other person or entity has or shall acquire any rights hereunder.
<br />27. Duty 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 />28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and
<br />shall inure to the benefit of the successors and assigns of the parties to this Agreement.
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