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11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an
<br />action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements,
<br />Tenant-Seller hereby consents to the dismissal of such action and waives any claims for
<br />compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which
<br />might arise out of the filing of such action, whether or not such claim is specifically identified
<br />herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds
<br />deposited with the Court in any such eminent domain action.
<br />12. CLOSING, PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim
<br />Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the
<br />Purchase Price to Tenant-Seller, subject to the following adjustments:
<br />A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes
<br />and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or
<br />bonds against the Conveyed Improvements and the Tenancy Interest.
<br />B. Pay and charge Tenant-Seller for any amount necessary to place title in the
<br />condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
<br />C. Disburse funds when conditions of this Agreement have been satisfied by
<br />Buyer and Tenant-Seller.
<br />13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that
<br />the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete
<br />settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition
<br />of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises,
<br />specifically including, but not limited to the value of the Conveyed Improvements, leasehold
<br />improvements, any and all claims for rental or leasehold value and any and all claims in inverse
<br />condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller
<br />may have, whether or not specifically mentioned here, relating directly or indirectly to the
<br />acquisition by Buyer of the Property, the Conveyed Improvements and the Tenancy Interest (but
<br />excluding relocation benefits to which Tenant-Seller may be entitled and the loss of business
<br />goodwill, if any). Tenant-Seller and Buyer and each and all of their agents, representatives,
<br />attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and
<br />beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each
<br />of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts,
<br />controversies, damages, causes of action, including without limitation those relating to just
<br />compensation or damages which any of them now have, or might hereafter have by reason of any
<br />matter or thing arising out of or in any way related to any condemnation action affecting the
<br />Property, the Improvements and the Tenancy Interest.
<br />14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant-
<br />Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
<br />provisions of California Civil Code § 1542, which provides as follows:
<br />"A general release does not extend to claims which the creditor does
<br />not know or suspect to exist in his or her favor at the time of
<br />executing the release, which if known by him or her must have
<br />materially affected his or her settlement with the debtor."
<br />17336.02100\7050998.2 25t-35
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