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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 />enforceability of this PSA, and the escrow created hereby, is contingent upon the express <br />acceptance and approval of this PSA by City. The execution of this PSA by City, and the <br />delivery of same to Escrow Agent, shall constitute said acceptance and approval. <br />21. Modification and Amendment. This PSA may not be modified or amended except in <br />writing signed by the Seller and City. <br />22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or that <br />would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but <br />all the remaining provisions of this PSA shall remain in full force. <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. <br />24. Governing Law. This PSA shall be governed by and construed in accordance with the <br />laws of the State of California. <br />25. No Reliance By One Party On The Other. Each party has received independent legal <br />advice from its attorneys 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 <br />language in question. <br />26. No Third Party Beneficiary. This PSA is intended to benefit only the parties hereto and <br />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 PSA, without cost. <br />28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall <br />inure to the benefit of the successors and assigns of the parties to this PSA. <br />29. Authority to Execute Agreement. Each of the undersigned Parties represent and <br />warrants that its has the power, authority and right to bind their respective parties to each of the <br />terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, held by <br />the signatory. <br />Page 5 of 10 <br />Seller's Initials <br />25P-9 <br />