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<br />.
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<br />(c)
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<br />Delivery to City of the policy of title insurance as hereinabove provided;
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<br />(d)
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<br />. Recordation of the Deed conveying said real property to City.
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<br />7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is
<br />recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal
<br />property. In no event shall City have possession to said real property prior to payment to Seller of the amount
<br />set forth in Section 6.
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<br />8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of
<br />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.
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<br />9. Heirs. Assigns. Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to
<br />and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto.
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<br />10. 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.
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<br />11. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to
<br />enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary
<br />inspections.
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<br />12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair
<br />market vallJe for said real property and includes any and all fixtures and equipment, goodwill (if any) and
<br />severance. City shall not contend, and agrees to be estopped from contending, that the subject property fails to
<br />comply with current building or planning codes as a result of this transaction.
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<br />13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988,
<br />in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is:
<br />
<br />Turner MacMain LLC
<br />Attn: Mary Turner
<br />P.O. Box 2385
<br />Newport Beach, CA 92659
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<br />14. Exceptions. City agrees to accept title to said real property subject to the following: Item 1 and 2 Part II,
<br />Schedule B of that certain First American Title Company Litigation Guarantee (OR2l20ll2) dated
<br />November 15,2002.
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<br />15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their
<br />Agreement. Performance of this Agreement by City shall lay at rest, each, every and all issue(s) that were raised
<br />or could have been raised in connection with the acquisition of said real property by City.
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<br />16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant,
<br />occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous
<br />waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or
<br />transported any Hazardous Materials to or ftom the Property. Seller shall not cause or permit the presence, use,
<br />generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the
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