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storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the
<br /> Property. This indemnity shah include, without limitation, any damage, liability, fine, penalty,
<br /> punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
<br /> personal injury (including sickness, disease, or death, tangible or intangible property damage,
<br /> compensation for lost wages, business income, profits or other economic loss, damage to the
<br /> natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or
<br /> other adverse effect on the environment}. This indemnity extends only to liability created prior to
<br /> or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions fo
<br /> act post close of this escrow.
<br /> 20. Contingency. It is understood and agreed between the parties hereto that the completion of
<br /> this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
<br /> approval of the City herein. The execution of these documents and the delivery of same to
<br /> Escrow Agent constitutes said acceptance and approval.
<br /> 21. Modification and Amendment. This Agreement may not be modified or amended except in
<br /> writing signed by the Seller and City.
<br /> 22. 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 Agreement
<br /> shall have no effect, but all the remaining provisions of this Agreement shall remain in full force.
<br /> 23. Captions. Captions and headings in this Agreement, including the title of this Agreement,
<br /> are for convenience only and are not to be considered in construing this Agreement.
<br /> 24. Governing Law, This Agreement 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 advice
<br /> from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the
<br /> provisions hereof. The provisions of this Agreement 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
<br /> in question.
<br /> 26. No Third Party Beneficiary. This Agreement 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 other,
<br /> execute and deliver such further documents (in form and substance reasonably acceptable to the
<br /> 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 Aqreement To Assignees. This Agreement shall be binding upon and steal[
<br /> inure to the benefit of the successors and assigns of the parties to this Agreement.
<br /> 29. Authority to Execute Aqreement. Each undersigned represents and warrants that its
<br /> signature herein below has the power, authority and right to bind their respective parties to each of
<br /> the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
<br /> attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in
<br />
<br /> fact, held by the signatory or is withdrawn.
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