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6. RECORDING. Recordation of any documents delivered through this Agreement is <br />authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies <br />under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document <br />has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, <br />or security interest in any of the Improvements, and that the Tenant-Seller does not know of any <br />claim of lien, encumbrance, or other security interest therein, EXCEPT: ( a) Trust Deeds on the <br />Property, duly recorded; and (b) real and personal property taxes. <br />8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its <br />authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of <br />this transaction for the purpose of malting necessary inspections. <br />9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer <br />may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and <br />obtain a title report and/or a report from the Secretary of State's Office as to filings of security <br />interests covering the Improvements. <br />10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any <br />security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer <br />shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to <br />Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such <br />claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction <br />if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to <br />Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any <br />withheld funds to any claimant or other party (except upon court order or levy) without the written <br />consent of Tenant-Seller. <br />A general creditor's claim shall not be deemed to be a claim against any specific <br />item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless <br />otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this <br />transaction for the Improvements. It shall be presumed that the Property owner is the owner of all <br />improvements, fixtures and equipment associated with the Premises other than the Improvements. <br />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-2 <br />25C-56