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(i) the City shall not damage, destroy or remove any Items from or at the Real Property, and (ii) Seller may
<br />fence the Real Property, lock structures at the Real Property, and take any and all other actions reasonably
<br />necessary to secure the Items against theft, vandalism or damage. Seller shall not have any obligation to
<br />compensate the City for any Items removed by or at the direction of Seller (whether removed pursuant to this
<br />Section 7 or removed prior to the close of escrow). There shall not be an reduction in or offset against the
<br />$2,750,000 purchase price based upon or because of Seller's exercise of such right to remove the Items (even
<br />for equipment [including dispensers], fixtures, structures, buildings and improvements to the realty [including
<br />underground storage tanks and product lines] removed from the Real Property), it being understood and agreed
<br />that, inter alia, the City benefits from such removal. Furthermore, the City shall not claim it has any interest,
<br />right or title in or to any Items (whether removed pursuant to this Section 7 or removed prior to the close of
<br />escrow), and shall execute a quitclaim deed evidencing the same if so requested by Seller. Seller shall
<br />indemnify, defend, and hold City (and its officers, managers, representatives, agents, and employees) harmless
<br />from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs,
<br />and expenses (including attorneys' fees and costs) arising out of any death, bodily injury, or personal property
<br />damage caused by any act and/or omission by Seller or its designated representatives at the Real Property in
<br />connection with Seller's exercise of its rights under this Section 7.
<br />If Seller does not vacate the Real Property by the end of the License Term, the Seller agrees to have the Court
<br />immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County
<br />to take physical possession of the Real Property in favor of the City, and in such event Seller waives the right
<br />to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements
<br />for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to
<br />object to the issuance of said Writ.
<br />8. Rental and Occupancy By Seller. Seller warrants that, except for the Retail Facility Lease between
<br />Seller and Awans Enterprises, Inc. as of the Effective Date, there are no oral or written leases on all or any
<br />portion of the Real Property. Seller agrees not to extend the term of its Retail Facility Lease with Awans
<br />Enterprises, Inc. beyond February 28, 2019, or enter into a new lease agreement with Awans Enterprises, Inc.
<br />with respect to the Real Property. Seller hereby agrees not to rent any units on the Real Property which are
<br />vacant as of the Effective Date, or which may be vacated by present occupants prior to close of escrow. In
<br />return, the City agrees to reimburse Seller for lost rentals incurred by keeping such units vacant through the
<br />close of escrow.
<br />9. Waivers. The waiver by either the City or Seller of any breach of any covenant or agreement herein
<br />contained on the part of the other Party shall not be deemed or held to be a waiver of any subsequent or other
<br />breach of said covenant or agreement by the other Party nor a waiver of any breach of any other covenants or
<br />agreements contained herein by the other Party.
<br />10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions
<br />hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective
<br />Parties hereto.
<br />11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder
<br />to be made, time is and shall be of the essence.
<br />12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation
<br />at fair market value for the Real Property and includes payment for fixtures and improvements pertaining to the
<br />realty (as so defined in Code of Civil Procedure Section 1263.205), and severance damages.
<br />13. Acknowledgment of Full Benefits and Release.
<br />A. By execution of this Agreement, Seller, on behalf of itself, its heirs, executors, administrators,
<br />successors and assigns, hereby acknowledges that this Agreement provides full payment for the
<br />acquisition of the Real Property by Buyer, and, except to the extent based upon a breach of this
<br />Agreement, Seller hereby expressly and unconditionally waives any claim for compensation for injury
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