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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
<br />taxes and any penalties and interest thereon, and for any delinquent or non-delinquent
<br />assessments or bonds against the 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
<br />that the compensation paid to Tenant-Seller through this Agreement constitutes the full and
<br />complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's
<br />acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from
<br />the Premises, specifically including, but not limited to the value of the 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 Improvements and the Tenancy Interest (but excluding
<br />relocation benefits to which Tenant-Seller may be entitled and the loss of business goodwill, if
<br />any). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys,
<br />principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries
<br />(collectively "Releasees"), hereby release the other party, and its Releasees, and each of them
<br />from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies,
<br />damages, causes of action, including without limitation those relating to just compensation or
<br />damages which any of them now have, or might hereafter have by reason of any matter or thing
<br />arising out of or in any way related to any condemnation action affecting the Property, the
<br />Improvements and the Tenancy Interest.
<br />14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542.
<br />Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar
<br />with, the provisions of California Civil Code § 1542, which provides as follows:
<br />"A general release does not extend to claims which the creditor
<br />does 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 />Tenant-Seller acknowledges that it and any others acting on its behalf herein may
<br />have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and
<br />which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless,
<br />Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of
<br />that situation and hereby expressly waives any and all rights which it or others acting on its
<br />behalf may have under California Civil Code §1542, or under any statute or common law or
<br />equitable principle of similar effect.
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