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<br />Property. This indemnity shall 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 to <br />act post close of this escrow. <br /> <br />20. ContinQency. 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 /> <br />21. Modification and Amendment. This Agreement may not be modified or amended except in <br />writing signed by the Seller and City. <br /> <br />22. Partial Invaliditv. 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 /> <br />23. Caotions. Captions and headings in this Agreement, including the title of this Agreement, are <br />for convenience only and are not to be considered in construing this Agreement. <br /> <br />24. GoverninQ Law. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California. <br /> <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 in <br />question. <br /> <br />26. No Third Party Beneficiarv. 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 /> <br />27. Dutv To Coooerate 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 appropriate <br />to effectuate the terms and conditions of this Agreement, without cost. <br /> <br />28. Aoolicabilitv of AQreement To AssiQnees. This Agreement shall be binding upon and shall <br />inure to the benefit of the successors and assigns of the parties to this Agreement. <br /> <br />29. Authoritv 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 attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn. <br /> <br />5 <br />