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Tenant-Seller: 009 (TS <br />15. CONTINGENCY. Transaction is subject to and contingent upon receipt by <br />Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy <br />Interest and the Improvements. This transaction is further subject to and contingent upon <br />approval and acceptance by Buyer. <br />16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and <br />file any additional agreements, consents or other documents reasonably necessary to effect the <br />full and complete settlement and purchase of the Improvements and the Tenancy Interest. <br />17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and <br />warrant that the persons executing this Agreement are duly authorized to do so and to act on <br />behalf of Tenant-Seller and Buyer respectively. <br />18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in <br />settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be <br />treated as an admission by Buyer for any purpose of liability or as to value of any property or <br />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, <br />material claims, legal proceedings, or any other proceedings affecting the Improvements, the <br />Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental <br />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 <br />good 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 />4 <br />25L-8