|
assessments, Imes, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and
<br />Closing (as defined below) of the transaction described herein shall he subject to Tenant-Seller's
<br />vacation of the Premises and proof of clear title to all said Improvements having been obtained and
<br />received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement.
<br />6. RECORDING. Recordation of any documents delivered through this Agreement is
<br />authorized if necessary or proper, upon acceptance by Buyer as described herein.
<br />7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies
<br />under penalty of perjury that to the best of Tenant-Seller's knowledge, Tenant-Seller is the owner of
<br />the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the
<br />purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that
<br />the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest
<br />therein, EXCEPT: ( a) Trust Deeds on the Property, duly recorded; and (b) real and personal
<br />property taxes.
<br />8. BULK SALE. In order. to establish proof of clear title to the Improvements, Buyer
<br />may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and
<br />obtain a title report and/or a report from the Secretary of State's Office as to filings of security
<br />interests covering the Improvements.
<br />9. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim
<br />Deed by Buyer will constitute "Closing" of this transaction. At Closing, which shall occur no later
<br />than 30 days following Tenant-Seller's execution of this agreement, Buyer will pay the Purchase
<br />Price to Tenant-Seller.
<br />10. FULL AND COMPLETE SETTLEMENT EXCEPT FOR RELOCATION AND
<br />LOSS OF BUSINESS GOODWILL. The parties hereby acknowledge that with the exceptions of
<br />(1) relocation benefits previously paid to Tenant-Seller in the amount of $43,224.98, and (2)
<br />business goodwill loss compensation of $193,500.00 to be paid separately by Buyer to Tenant-
<br />Seller, the compensation paid to Tenant-Seller through this Agreement constitutes the full and
<br />complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's
<br />acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the
<br />Premises, specifically including, but not limited to the value of the Improvements, leasehold
<br />improvements, any and all claims for rental or leasehold value, and any and all claims in inverse
<br />condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller
<br />may have, whether or not specifically mentioned here, relating directly or indirectly to the
<br />acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding
<br />relocation benefits to which Tenant-Seller may be entitled and the loss of business goodwill, if any).
<br />Except for payments to Tenant-Seller for relocation benefits and loss of business goodwill
<br />compensation as set forth herein, Tenant-Seller and Buyer and each and all of their agents,
<br />representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors,
<br />heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees,
<br />and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts,
<br />controversies, damages, causes of action, including without limitation those relating to just
<br />compensation or damages which any of them now have, or might hereafter have by reason of any
<br />matter or thing arising out of or in any way related to any condemnation action affecting the
<br />Property, the Improvements and the Tenancy Interest.
<br />A-2
|