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<br />18. Compliance With Environmental Laws. To the best of Seller's knowledge, said real
<br />property complies in all material respects with all applicable laws and governmental regulations
<br />including, without limitation, all applicable federal, state, and local laws pertaining to air and
<br />water quality, hazardous waste, waste disposal, and other environmental matters, including, but
<br />not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste
<br />Disposal, Resource Conservation Recovery and Comprehensive Environmental Response
<br />Compensation and Liability Acts, and the California Environment Quality Act, and the rules,
<br />regulations, and ordinances relating to Hazardous Material of the City, the California Department
<br />of Health Services, the Regional Water Quality Control Board, the State Water Resources
<br />Control Board, the Environmental Protection Agency, and all applicable federal, state, and local
<br />agencies and bureaus, insofar as any of the same are applicable to said real property.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
<br />against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
<br />arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or
<br />disposal of any Hazardous Material on, under, in or about, or the transportation of any such
<br />materials to or from, said real property in violation of applicable laws as a result of acts or
<br />omissions of Seller while it was in possession of said real property, or (ii) the violation, or
<br />alleged violation, by Seller, while it was in possession of said real property, of any statute,
<br />ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation,
<br />release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br />about, to or from, said real property. This indemnity shall include, without limitation, any
<br />damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any
<br />claim, action, suit or proceeding for personal injury (including sickness, disease, or death,
<br />tangible or intangible property damage, compensation for lost wages, business income, profits or
<br />other economic loss, damage to the natural resource or the environment, nuisance, pollution,
<br />contamination, leak, spill, release, or other adverse effect on the environment). This indemnity
<br />extends only to liability created prior to or up to the date the Escrow shall close. Seller shall not
<br />be responsible for acts or omissions to act post close of the Escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the completion
<br />of 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 constitute said acceptance and approval.
<br />21. Modification and Amendment. This Agreement may not be modified or amended
<br />except in writing signed by the Seller and City.
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