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<br />19. Indemnity. Sellers agree 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 intangible
<br />property damage, compensation for lost wages, business income, profits or other economic loss,
<br />damage to the natural resource or the environment, nuisance, pollution, contamination, leak,
<br />spill, release, or other adverse effect on the environment). This indemnity extends only to
<br />Sellers's liability created prior to or up to the date this escrow shall close. Sellers shall not be
<br />responsible for acts or omissions to act after the close ofthis escrow.
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<br />20. Contineencv. It is understood and agreed between the Parties hereto that the opening of
<br />escrow and the completion of this transaction is contingent upon the specific acceptance and
<br />approval of this PSA by City. The execution by City of this PSA, and the delivery of same to
<br />Escrow Agent, shall constitute said acceptance and approval.
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<br />21. Modification and Amendment. This PSA may not be modified or amended except in a
<br />writing signed by the Sellers and City.
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<br />22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the
<br />conclusion of which would adversely affect the validity, legality, or enforcement of this PSA
<br />shall have no effect, but all the remaining provisions of this PSA shall remain in full force.
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<br />23. Captions. Captions and headings in this PSA, including the title of this PSA, are for
<br />convenience only and are not to be considered in construing this PSA.
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<br />24. Governine Law. This PSA shall be governed by and construed in accordance with the
<br />laws of the State of California.
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<br />25. No Reliance bv One Party on The Other. Each party has received independent legal
<br />advice from its attorney(s) with respect to the advisability of executing this PSA and the meaning of
<br />the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and
<br />not for or against any party based upon any attribution to such party as the source of the language in
<br />question.
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<br />26. 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 PSA, without cost.
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