|
any statute, 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, to or from, the
<br />Property. This indemnity shall include any damage, liability, fine, penalty, punitive damage, cost, or
<br />expense 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 environment,
<br />nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This
<br />indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not
<br />be responsible for acts or omissions to act after close of this escrow.
<br />21. Contingency. 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
<br />the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute
<br />said acceptance and approval.
<br />22. Modification and Amendment. This PSA may not be modified or amended except in writing
<br />signed by the Seller and City.
<br />23. 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
<br />the remaining provisions of this PSA shall remain in full force — except for the exchange of consideration
<br />and transfer of title (which are essential to mutual assent for this Agreement).
<br />24. 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 />25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />26. No Reliance By One Party On The Other. Each party has received independent legal advice from
<br />its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof.
<br />The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party
<br />based upon any attribution to such party as the source of the language in question.
<br />27. 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 />28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other,
<br />execute and deliver such further documents (in form and substance reasonably acceptable to the party to
<br />be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate
<br />the terms and conditions of this PSA, without cost.
<br />29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the
<br />benefit of the successors and assigns of the Parties to this PSA.
<br />30. 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
<br />PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or
<br />damages to City in the event that such authority or power is not, in fact, held by the signatory or is
<br />withdrawn.
<br />•,'i�ti}t:ty 3md'ands l� G,:ne!�t-'lt IE):'il; ties. {i[7(37'G';
<br />
|