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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, sui# 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 tree#ed 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 /> 2p. Contknaency. 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 Agen# constitutes said acceptance and approval. <br /> 27. Modification and Amendment. This Agreement may no# be modified or amended except in <br /> writing signed by the Seiler 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, legaliky, or enforcement of #his Agreement <br /> shall have no effec#, 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, are <br /> for convenience only and are not fo be considered in construing this Agreement. <br /> 24. G_ overnina Law. This Agreement shaii be governed by and construed in accordance with the <br /> laws of the State of California. <br /> 2S. No Reliance By One Part,~Qn The Other Each party has received independent legs! advice <br /> from its attomeys with respect to fhe 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 parry based upon any attribu#ion to such party as the source of the language in <br /> question. <br /> 26. No Third <br /> Pafir Beneficiary. This Agreement is intended to benefit only the porkies hereto and <br /> no other person or entity has or shall acquire any r#ghts hereunder. <br /> 27. Du To Coo a ate Further. l=ath a <br /> execute and deliver such further documents,{ineforbm nd subsfancehaeasonably accepfabl~e to the <br /> party to be charged} and do such oilier acts and things as are reasonably necessary and appropria#e <br /> to effectuate the terms and conditions of this Agreement, without cost. <br /> 28. Aaplicability of Agreement To Assignees. This Agreement shall be binding upon and shall <br /> inure io the benefit of the successors and assigns of the parties to this agreement. <br /> 29. Authority to Execut Agreement. Each undersigned represents and warrants that its <br /> signature herein below has the power, authority and rfght to bind their respective parties to each of <br /> the terms of this Agreement, and shalt indemnify City fully, including reasonable costs and attomeys <br /> <br /> fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held <br /> <br /> by the signatory or is withdrawn. <br /> 5 <br /> 25A-10 <br /> <br />