25E - BRISTOL STREET CORRIDOR - Laserfiche WebLink

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arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 21. Modification and Amendment. This Agreement may not be modified or amended except in writing signed oy the Seller acrd City. 22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the vaiidity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 23. Captions. Captions and headings in this ,Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 24. Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of Caliicrnila. 25. No Reliance I3 One-Rally On_Thre Other. Each party has received independent legal advice from its attorneys with aspect to the divisibility of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No 'Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate trwrther. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and cuc;, c::ct,s Ghri `h,ngs as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreeme.rit, without ost. 28. Applicability of Agreement: To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the succ-ssors and assigns o` the parties to this Agreement. 29. Authority tc, Execute _ reemeLnt. +ch undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this t tgreerne.nt, anti shall indemnify C,:ty fully, including reasonable costs and attorney's fees, for any injuries cr clar IialJ. &6 Lc/ in the event that such authority or power is riot, in fact, held by the signatory or is ?rjithdra%or . 5 25E-24