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QRAFT
<br />21. Indemnity. Subject to the terms of this Paragraph 21, Seller agrees to indemnify, defend
<br />and hold the Agency harmless from and against any claim, action, suit, proceeding, loss, cost,
<br />damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without
<br />limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release,
<br />use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about,
<br />or the transportation of any such materials to or from, said real property, or (ii) the violation, or
<br />alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license
<br />relating to the use, generation, release, discharge, storage, disposal, or transportation of
<br />Hazardous Materials on, under, in, or about, to or from, said real property. This indemnity shall
<br />include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense
<br />arising from or out of any claim, action, suit or proceeding for personal injury (including
<br />sickness, disease, or death, tangible or intangible property damage, compensation for lost wages,
<br />business income, profits or other economic loss, damage to the natural resource or the
<br />environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on
<br />the environment). This indemnity extends only to liability created prior to or up to the Close of
<br />Escrow shall close. Seller shall not be responsible for acts or omissions to act post Close of
<br />Escrow.
<br />22. Contin~ency. 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 Agency herein. The execution of these documents and the delivery of same to
<br />Escrow Agent constitutes said acceptance and approval.
<br />23. Modification and Amendment. This Agreement may not be modified or amended
<br />except in writing signed by the Seller and Agency.
<br />24. 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 />25. Cautions. 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 />26. Governing Law. This Agreement shall be governed by and construed in accordance with
<br />the laws of the State of California.
<br />27. 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 their
<br />fair meaning, and not for or against any party based upon any attribution to such party as the source
<br />of the language in question.
<br />28. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto
<br />and no other person or entity has or shall acquire any rights hereunder.
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