25E - AGMT - BRISTOL PHASE 3A - Laserfiche WebLink

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3. CONVEYANCE OF IN'fJIRNS'1' IN REAL PROPERTY, Tenant- Scllcr agrees to execute it Quitclaim Deed in tine same form as that attaohe(l hereto as Exhibit D in favor of Buyer ( "Qultelnittt Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and hrtores(In and to the `rouancy Interest, 1. 4, 'Tenant- Seller will vacate tic properly by = L c..r _ , 2016. 5, CONVEYANCE OF INTFREST IN IMPROVEMENTS, The Quitclaim Deed will also convey from Tenant- Seller to Buyer all of Tenant- Seller's interest is and to the Improvements, which conveyance shall be free and clear of all recorded and unreoorded encumbrances, liens, assessments, leases, and taxes, Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to 'Tenant- Soller's vaoatiou of the Premisos and proof of clear titlo to all said Improvements having been obtained slid received by Buyer in accordance with Paragraphs 8 Intl 9 of this Agreement, G. RECORDING, Recordation of any doctuments delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein, 7, CERTIFICATION OP OWNERSI-IIL', Tonamt- Seller hereby warrants slit( certifies under penalty of porj ury that Tenant- Seller is the owner of the Improvements and that no documeat has boon signeel by or oil behalf of Tcnaut- Sollor for the purpose of creating ally lieu, encumbrance, or security interest la ally of file Improvements, and that the Tenant- Seller does not know of any claim of lien, encumbrance, or other security Interest therein, EXCEPT: (it) Trust Deeds on the Property, duly recorded; and (b) real and personal properly taxes, 8, PERMISSION TO ENTER PREMISES, Tenant - Seller hereby grants Buyer or its nullrorized tigow's pormissioc to cator rgrmn the Premises at all reasonable times prior to Closing of this transaction for the purpose of making rrecessaty inspections, 9, BULK SALE, In outer to establish proof of clear title to the hmprovenreats, Bayer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report amt /or a report from the Secretary of State's Office as to filings of security interests cowling tile Improvements. 10. CONFLICTINQ INTERESTS. hl the event any conflicting claim of title or ally security interest or Ron of ally kind is discovered or asserted as to any of the Luprovenrents, Buyer shall, upon recelving notice or ktrowledge thereof, willlhol(l all amount otherwise payable to Tenant - Seller as is reasonably necessary, ht tho sole opinion of Buyer, to protect Buyer against such claim of Interest or lien, The withholding of such finds shall not preveul Closing of this transaction if lire total fluids to be withhcld from Tenant- Seller tlo not exceed the net amount to be paid to Tcnaut- Seller through this transaction, Buyer will not pay out the withheld funds or disburse any withhold funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant- Seller. A geacrai creditor's claim shall not be deemed to be it claim against an), specific item of Improvements and Tonanl- Seller heroby ngreos to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under 25E -6