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assessments attributable to the Right of Way Fee Acquisition Area, Seller shall be solely responsible for obtaining
<br />any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole
<br />cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund,
<br />if any, through or outside of Escrow.
<br />All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is
<br />made shall be paid by Seller before conveyance of said real property to City.
<br />6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and
<br />for the full purchase price for the Right of Way Fee Acquisition Area, the above described Temporary Easement
<br />on, over, and above the Easement Area, fixtures & equipment (improvements pertaining to the realty), goodwill (if
<br />any), and severance damages, the total sum of Eight Hundred Ninety -Eight Thousand and no/100 Dollars
<br />($898,000.00). The full purchase price under this Section 6 is referred to in this Agreement as the "Purchase
<br />Price". City agrees to deposit said Purchase Price in escrow with the Escrow Agent on or before Closing on the
<br />Closing Date, and the Escrow Agent is hereby authorized and instructed to pay the same to Seller upon and after:
<br />(a) Conveyance of the Right of Way Fee Acquisition Area by the Grant Deed executed by Seller to
<br />City, and acceptance by City of the Grant Deed, as hereinabove provided;
<br />(b) Execution by Seller and City of the Temporary Construction Easement Agreement, granting to City
<br />the Temporary Easement on, over, and above the Easement Area;
<br />(c) Commitment by Escrow Agent to deliver to City the policy of title insurance as hereinabove
<br />provided;
<br />(d) Recordation of the Grant Deed conveying the Right of Way Fee Acquisition Area to City and
<br />recordation of the Temporary Construction Easement Agreement .
<br />7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Right of Way Fee
<br />Acquisition Area to City is recorded, quiet and peaceful possession of the Right of Way Fee Acquisition Area,
<br />which shall be made free by Seller of all personal property.
<br />8. Rental and Occupancy By Seller. INTENTIONALLY DELETED
<br />9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of
<br />the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or
<br />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 hereof,
<br />shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties
<br />hereto.
<br />11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to
<br />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 at
<br />fair market value for fee title to the Right of Way Fee Acquisition Area and the Temporary Easement on, over, and
<br />above the Easement Area and includes payment for fixtures & equipment (if any) (improvements pertaining to the
<br />realty), goodwill (if any), 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, successors
<br />and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of fee title
<br />110933392.4 0060972-00016
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