04 - Acquisition 301 S Sycamore-300 S Main

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approval of the Agency herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 21. Modificatfon and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and Agency. 22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 23. Cantions. Captions and headings in this Agreement, including the title of this Agreement, are fox 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 California. 25, No Reliance By One Party On The Qther. Each party has received independent legal advice from its attorneys with respect 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 Co~erate Fm•thex•. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance xeasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost 28, Apylicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns ofthe parties to this Agreement. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective patties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attomey's fees, for any injuries or damages to Agoncy in the event that such authority or powex is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 6 4-10