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14. Expiration of Agreement. This Agreement shall expire and terminate if Buyer has not <br />completed the acquisition of the Real Property and paid the Purchase Price to City on or before <br />March 31, 2008. <br />15. Indemnity. Buyer shall indemnify and hold harmless City from and against any and all <br />claims, demands, liabilities, costs, expenses (including reasonable attorneys' fees), damages and <br />losses, cause or causes of action and suit or suits of any nature whatsoever arising out of Buyer's <br />entry onto City's land and/or the construction of the project for which Buyer is acquiring the Real <br />Property from City; provided, however, that Buyer shall not be obligated to indemnify City for any <br />matter which a trier of fact determines to have been caused by the negligence or willful misconduct <br />of City. This indemnity shall survive the delivery and recording of the quit claim deed conveying <br />the Real Property. <br />16. Continency. It is understood and agreed between the parties hereto that the completion <br />of this transaction, is contingent upon the specific acceptance and approval of the Buyer herein. <br />Execution of this Agreement by Buyer shall conclusively constitute said specific acceptance and <br />approval. <br />17. Modification and Amendment. This Agreement may not be modified or amended except <br />in writing signed by the City and Buyer. <br />18. Partial Invalidity. 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 />10. motions. 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 Agreement. <br />20. Governing Law• This Agreement shall be governed by and construed in accordance with <br />the laws of the State of California. <br />21. No Reliance By One Party On The Other. Each party has received independent legal advice <br />from its attorneys with respect to the advisibility of executing this Agreement and the meaning of <br />the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, <br />and not for or against any party based upon any attribution to such party as the source of the <br />language in question. <br />22. No Third Party 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 />23. 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 to <br />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 />3 <br />