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11. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by
<br />Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price
<br />to Tenant- Seller, subject to the following adjustments:
<br />A. Pay and charge Tenant - Seller for any and all current and /or delinquent taxes
<br />and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or
<br />bonds against the Improvements and the Tenancy Interest.
<br />B. Pay and charge Tenant - Seller for any amount necessary to place title in the
<br />condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
<br />C. Disburse funds when conditions of this Agreement have been satisfied by
<br />Buyer and Tenant- Seller.
<br />12. FULL AND COMPLETE SETTLEMENT. Tenant - Seller hereby acknowledges that
<br />the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete
<br />settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition
<br />of the Property and the Tenancy Interest and any dislocation of Tenant- Seller from the Premises,
<br />specifically including, but not limited to the value of the Improvements, leasehold improvements,
<br />any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all
<br />claims in inverse condemnation and for precondemnation damages, and any and all other claims
<br />that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or
<br />indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest
<br />(but excluding relocation benefits to which Tenant- Seller may be entitled). Tenant- Seller and
<br />Buyer and each and all of their agents, representatives, attorneys, principals, predecessors,
<br />successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees "),
<br />hereby release the other party, and its Releasees, and each of them from any and all obligations,
<br />liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action,
<br />including without limitation those relating to just compensation or damages which any of them now
<br />have, or might hereafter have by reason of any matter or thing arising out of or in any way related to
<br />any condemnation action affecting the 'Property, the Improvements and the Tenancy Interest.
<br />13. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant -
<br />Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
<br />provisions of California Civil Code § 1542, which provides as follows:
<br />"A general release does not extend to claims which the creditor does
<br />not know or suspect to exist in his or her favor at the time of
<br />executing the release, which if known by him or her must have
<br />materially affected his or her settlement with the debtor."
<br />Tenant - Seller acknowledges that it and any others acting on its behalf herein may have sustained
<br />damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give
<br />rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller
<br />acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and
<br />hereby expressly waives any and all rights which it or others acting on its behalf may have under
<br />California Civil Code §1542, or under any statute or common law or equitable principle of similar
<br />effect.
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