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Improvements. This transaction is further subject to and contingent upon approval and acceptance <br />by Buyer. <br />16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file <br />any additional agreements, consents or other documents reasonably necessary to effect the full and <br />complete settlement and purchase of the Improvements and the Tenancy interest. <br />17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant <br />that the persons executing this Agreement are duly authorized to do so and to act on behalf of <br />Tenant-Seller and Buyer respectively. <br />18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement <br />of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an <br />admission by Buyer for any purpose of liability or as to value of any property or claim. <br />19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases <br />contained herein and agreement concerning this transaction, all the rights and obligations created <br />under and pursuant to this Agreement shall survive the execution of the Agreement, the releases <br />contained herein and the Closing of this transaction. <br />20. WARRANTIES REPRESENTATIONS AND COVENANTS OF TENANT- <br />SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: <br />A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material <br />claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy <br />Interest or any portion thereof, at law or in equity, before any court or governmental agency. <br />B. Until the Closing, Tenant-Seller shall maintain the Improvements and the <br />Premises in good condition and state of repair and maintenance, and shall perform all of its <br />obligations under any service contracts or other contracts affecting the Improvements and the <br />Premises. <br />C. Until the Closing, Tenant-Seller shall not do anything which would impair <br />Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. <br />D. All utilities including gas, electricity, water, sewage, and telephone, are <br />available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good <br />working order. <br />E. To the best of Tenant-Seller's knowledge, neither the execution of this <br />Agreement nor the performance of the obligations herein will conflict with, or violate any of the <br />provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or <br />instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be <br />subject. <br />F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition <br />which would cause any of the warranties and representations in this Paragraph 19 not to be true as <br />of Closing, immediately give written notice of such fact or condition to Buyer. <br />A-4 <br />25C-58