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6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from <br /> City, as and for the full purchase price for said real property, fixtures & equipment (improvements <br /> pertaining to the realty), goodwill (if any), and severance damages, the total sum of ONE MILLION <br /> SEVENHUNDRED THREE THOUSAND FIVE HUNDRED EIGHTY-FIVE AND NO/100 DOLLARS <br /> ($1,703,585). City agrees to deposit said purchase price in escrow with the Escrow Agent within <br /> THIRTY (30) days from and after the date on which the City has approved this Agreement, and the <br /> Escrow Agent is hereby authorized to pay the same to Seller upon and after: <br /> (a) Recordation of the Deed conveying said real property to City, <br /> (b) The title company's irrevocable commitment to issue a title insurance policy to City in <br /> accordance with the provisions of Section 3 above. <br /> 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real <br /> property to City is recorded, quiet and peaceful possession of said real property, which shall be made <br /> free by Seller of all personal property. <br /> 8. Waiver of Potential Violations. City hereby acknowledges that Seller is entering into this <br /> Agreement and conveying the Property to City in lieu of requiring the City to pursue condemnation <br /> proceedings with respect to the Property and that, following the closing of the transactions <br /> contemplated hereby, Seller's remaining property, may not comply with all municipal legal <br /> requirements (including without limitation, zoning and parking requirements) applicable thereto. City <br /> hereby waives any such non-compliance resulting from the closing of the transactions contemplated <br /> hereby, which waiver shall survive at the closing. . <br /> 9. Waivers. The waiver by either party 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 <br /> or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or <br /> agreements contained herein. <br /> 10. Heirs. Assigns. Successors in Interest. This Agreement, and all the terms, covenants and <br /> conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns <br /> of the respective 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. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, <br /> permission to enter upon said real property at all reasonable times prior to close of escrow for the <br /> purpose of making necessary inspections. City agrees to exercise such access rights in a manner so <br /> as not to unreasonably disturb the operation of the real property. City hereby agrees to indemnify, <br /> defend and hold harmless Seller from and against any loss, claim or damage incurred or suffered by <br /> Seller in connection with the exercise of such inspection rights. <br /> 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just <br /> compensation at fair market value for said real property and includes payment for fixtures & equipment <br /> (improvements pertaining to the realty), goodwill (if any), and severance damages. <br /> 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. <br /> Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing address <br /> <br /> of the Seller is: <br /> Page 3 of 24 <br /> 25A-31 <br /> <br />