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federal, state, and local agencies and bureaus
<br />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,
<br />penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting
<br />from, arising out of, or based upon (i) the presence, release, use, generation, discharge,
<br />storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of
<br />any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any
<br />statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
<br />generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on,
<br />under, in, or about, to or from, the Property. This indemnity shall include, without limitation,
<br />any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of
<br />any claim, action, suit or proceeding for personal injury (including sickness, disease, or death,
<br />tangible or intangible property damage, compensation for lost wages, business income, profits
<br />or other economic loss, damage to the natural resource or the environment, nuisance,
<br />pollution, contamination, leak, spill, release, or other adverse effect on the environment). This
<br />indemnity extends only to liability created prior to or up to the date this escrow shall close.
<br />Seller shall not 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 Party 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 />26. No Third Party 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 />25H-17
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