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19. [Intentionally Left Blank] <br />20. Contingency. It is understood and agreed between the Parties that the completion of this <br />transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of City <br />herein. The execution of these documents and the delivery of the same to the Escrow Agent constitutes said <br />acceptance and approval. <br />21. Modification and Amendment. This PSA may not be modified or amended except in writing signed <br />by the Seller and City. <br />22. 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 />23.. 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 />24. Governing Law, This PSA shall be governed by and construed in accordance with the laws of the <br />State of California. <br />25. 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 <br />provisions of this PSA shall be construed as to their fair meaning, and not for or against any Party based upon <br />any attribution to such Party as the source of the language in question. <br />26. No Third Party Beneficiary, This PSA is intended to benefit only the Parties hereto and no other <br />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 other, execute <br />and deliver such further documents (in form and substance reasonably acceptable to the Party to be charged) <br />and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and <br />conditions of this PSA, without cost. <br />28. Applicability of PSA To Assignees. This PSA shall be binding upon and shall inure to the benefit of <br />the successors and assigns of the Parties to this PSA. <br />29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature <br />herein below has the power, authority and right to bind their respective Parties to each of the terms of this PSA, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City <br />in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as <br />if fully set forth in the body of this PSA. <br />25L -19 <br />