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c. Delivery to City of the policy of title insurance as hereinabove provided; <br />d. Recordation of the Deed conveying said real property to City. <br />7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to <br />City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all <br />personal property. <br />a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all <br />merchandise, inventory, equipment, personal property, and/or removable trade fixtures from <br />the Property. Any merchandise, inventory, equipment, personal property, and/or removable <br />trade fixtures at the Property as of three days after close of escrow shall be deemed <br />abandoned by Seller on that date. <br />b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the <br />Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or <br />Sheriff of Orange County to take physical possession of the Property in favor of the City. <br />Seller waives the right to have the City file an unlawful detainer action, as well as waive the <br />right to any hearing or any requirements for an application by City to obtain the Writ of <br />Possession and/or Assistance and waives any and all rights to object to the issuance of said <br />Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. <br />8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct <br />statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within <br />fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be <br />prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that <br />statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are <br />vacant as of the date that this agreement is executed by seller, or which may be vacated by present <br />occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by <br />keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits <br />pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall <br />be transferred to and become the property of City during escrow. <br />Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, <br />tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless <br />from all liability from any such leases or agreements. Seller also warrants that there are no oral or written <br />leases on all or any portion of the subject property exceeding a period of one month. <br />9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the <br />part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said <br />covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. <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 <br />hereunder 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 said real property and includes payment for fixtures & equipment (improvements <br />pertaining to the realty), goodwill (if any), and severance damages. <br />