WINCHELL'S DONUT HOUSES-2010 - Laserfiche WebLink

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9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Assigns, Successors in Interest. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the successors and assigns of Seller and City. 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. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said real property at all reasonable times during the 30-day period established pursuant to Paragraph 6, above, for the purpose of making necessary inspections, subject to the rights of tenants in possession. City hereby expressly acknowledges and agrees that it shall acquire the Property "AS IS" and "WHERE IS," and "WITH ALL FAULTS". City shall acquire the Property after such inspection, analysis, examination and investigation as it cares to make and expressly without Seller's covenant, warranty or representation, whether express or implied, statutory or otherwise, as to physical condition, title, leases, rents, income, expenses, operation, environmental conditions, zoning or other regulation, compliance with law, suitability for particular purposes, or any other matter whatsoever. City expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze and investigate all aspects of the Property and conditions relevant thereto and the business conducted thereon, and City shall rely on City's own investigation and inspection, and all matters relating thereto and agrees that Seller has and shall have no liability or obligation whatsoever. City hereby expressly acknowledges that, notwithstanding anything to the contrary contained in this Agreement or elsewhere, Seller has not made and shall not be deemed to have made any representations or warranties whatsoever regarding the Property or otherwise, and there shall be no obligations of Seller that shall survive the Closing. City hereby assumes all risks in connection with the Property and the matters referred to in this Section. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for Seller's fixtures, goodwill (if any), and severance damages 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, Santa Ana, CA 92702. The mailing address of the Seller is Winchell's Donut Houses Operating Co., L.P., 5220 Pacific Concourse Drive, Suite 130, Los Angeles, CA 90045. Either party may change its notice address by delivery of a notice to the other, specifying the new address. Notices hereunder shall be effective upon actual delivery (or refusal of delivery) to the other party. -4-