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<br /> defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division
<br /> 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii)
<br /> polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous"
<br /> pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated
<br /> as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined
<br /> as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
<br /> U.S.C. S6901 et seg. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section
<br /> 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C.
<br /> S9601 et seg. (42 U.S.C. S9601).
<br /> 17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies
<br /> with all applicable laws and governmental regulations including, without limitation, all applicable federal,
<br /> state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other
<br /> environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution
<br /> Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental
<br /> Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules,
<br /> regulations, and ordinances of the city within which the subject property is located, the California Department
<br /> of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the
<br /> Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.
<br /> 18. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any
<br /> claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
<br /> expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the
<br /> presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or
<br /> about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged
<br /> violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
<br /> generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br /> about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine,
<br /> penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
<br /> personal injury (including sickness, disease, or death, tangible or intangible property damage,
<br /> compensation for lost wages, business income, profits or other economic loss, damage to the natural
<br /> resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse
<br /> effect on the environment). This indemnity extends only to liability created prior to or up to the date this
<br /> escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow.
<br /> 19. Contincency. It is understood and agreed between the parties hereto that the completion of this
<br /> transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the
<br /> City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said
<br /> acceptance and approval.
<br /> 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed
<br /> by the Seller and City.
<br /> 21. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of
<br /> which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the
<br /> remaining provisions of this PSA shall remain in full force.
<br /> 22. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience
<br /> only and are not to be considered in construing this PSA.
<br /> 23. Governinca Law. This PSA shall be governed by and construed in accordance with the laws of the
<br /> State of California.
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<br /> 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its
<br /> attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The
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<br /> 25G-8
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