CP ARBORS APARTMENTS, LLC - 2010

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conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures and equipment, improvements pertaining to the realty (if any), good will (if any), and severance damages, the total sum of THIRTY-SIX THOUSAND TWO HUNDRED NINETY and NO/100 Dollars ($36,290.00). City agrees to deposit said purchase price in escrow with the Escrow Agent prior to Closing, and the Escrow Agent is hereby authorized to pay the same to Seller upon: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) An undertaking at Closing by the Title Company to issue the policy of title insurance as hereinabove provided; and (d) Recordation of the Grant Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, free and clear of possessory interests created by, through or under Seller. 8. Leases. Seller represents that, on the Closing Date, there will be no rental agreements, tenancies or leases in effect with respect to said real property. 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. No Other Representations. With the sole exception of the express representations set forth herein, this Agreement is made without representation or warranty of any kind by Seller. Without limitation, Seller makes no representation or warranty of any kind with regard to the physical condition of the said real property or any component thereof, with regard to any restrictions, requirements, costs or constraints that may be associated with the said real property, or with regard to the suitability of the said real property for the City's purposes, it being the parties' express understanding and agreement that the City has inspected the said real property and all aspects thereof, and that the City will rely solely on its own inspection in determining the physical condition and other features of the said real property, any restrictions, requirements, costs or constraints that may be associated with the said real property, and whether the said real property is suitable for the City's intended purposes. With the sole exception of the express representations of Seller set forth in this Agreement, the City will acquire the said real property in an "AS IS" and "WITH ALL FAULTS" condition. Without limiting the generality of the foregoing, the City, for itself and its successors and assigns, releases Seller and Seller's agents, employees, managers, members, brokers, contractors and representatives from, and waives any 3 956168.dm FLROBI 06/1/11 10:45 AM