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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. Intentionally Omitted.
<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
<br /> assigns 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.
<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 &
<br /> equipment (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
<br /> address of the Seller is:
<br /> Grubb & Ellis
<br /> Attn: Gary Allen
<br /> 4675 MacArthur Court, Suite 1600
<br /> Newport Beach, CA 92660
<br /> 15. Exceptions. City agrees to accept title to subject to existing encumbrances.
<br /> 16. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the
<br /> whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, and
<br /> all issue(s) that were raised or could have been raised in connection with the acquisition of said real
<br /> property by City.
<br /> 17. Hazardous Waste. Seller has informed City (for which City was already aware) that the site
<br /> is over an existing plume that is being cleaned up and monitored by others, and for which Seller is not
<br /> responsible. Seller shall not cause or permit the presence, use, generation, release, discharge,
<br /> storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any
<br /> Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any
<br /> substance, material, or waste which is or becomes regulated by any local governmental authority, the
<br />
<br /> State of California, or the United States Government, including, but not limited to, any material or
<br />
<br /> substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted
<br /> hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
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