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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 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 <br />their fair meaning, and not for or against any party based upon any attribution to such party as <br />the 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 />28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and <br />shall inure to the benefit of the successors and assigns of the parties to this Agreement. <br />29. Authority to Execute Agreement. Each undersigned represents and warrants that its <br />signature herein below has the power, authority and right to bind their respective parties to each <br />of 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 <br />not, in fact, held by the signatory or is withdrawn. <br />30. Assignments. Neither Seller nor City shall have the right to assign its rights under this <br />Agreement without the express prior written consent of the other. <br />-7- <br />25K -11 <br />