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(d) Delivery to City of the policy of title insurance as hereinabove provided; (a) Recordation of the Deed conveying said portion of Said Real Property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said property, which shall be made free to Seller of all personal property. 8. Rental and Occupancy By Seller. INTENTIONALLY REMOVED. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent & other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12, Just Compensation; Seller acknowledges and agree¢, that said purchase price is just compensation at fair market value for Said Real Property and includes payment for fixtures & equipment (improvements pertaining to realty), goodwill (if any), and severance damages. 13. Estoppel by Deed Seller and City agree that the conveyance of Said Real Property by Seller to City, as described in Paragraph 1, shall have the effect of estoppel by deed with respect to the contiguous real property belonging to Seller that is not the subject of this agreement. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 15 Dartmouth, Newport Beach, CA 92660. 15. Exceptions. City agrees to accept title to Said Real Property subject to the following: NONE. 16. Entire Agreement, It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. As -is Purchase. Buyer is purchasing fee title to the right of way fee acquisition area "as is", subject to all matters known, unknown and unsuspected. Except as expressly set forth herein, seller makes no representations or warranties, express or implied, with respect to the title to or condition of said real property, the suitability of said real property for buyer's intended use, or the presence of any hazardous substances or materials in any media on said real property. Buyer represents that it has conducted such inspections and testing as it has deemed appropriate and consulted with its, own experts and consultants, and has the necessary sophistication in real estate to assume the risk of unknown and