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6. BULK SALE. In order to establish proof of clear title to the Improvements, <br />Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of <br />California and obtain a title report and/or a report from the Secretary of State's Office as to <br />filings of security interests covering the Improvements. <br />7. 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. <br />Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under <br />this transaction for the Improvements. It shall be presumed that the Property owner is the owner <br />of all improvements, fixtures and equipment associated with the Premises other than the <br />Improvements. <br />8. CLOSING. Recording of the Quitclaim Deed by Buyer will constitute "Closing" <br />of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller. <br />9. FULL AND COMPLETE SETTLEMENT RELATED TO COMPENSATION <br />FOR THE IMPROVEMENTS. Tenant-Seller hereby acknowledges that the compensation paid <br />to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and <br />all claims against Buyer relating to the value of the Improvements., resulting from or arising out <br />of Buyer's acquisition of the Property (but excluding relocation benefits to which Tenant-Seller <br />may be entitled, if any, and loss of business goodwill to which Tenant-Seller may be entitled, if <br />any). <br />10. 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 <br />Improvements. This transaction is further subject to and contingent upon approval and <br />acceptance by Buyer. <br />11. 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 />purchase of the Improvements. <br />12. 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 />13. 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 or Seller for any purpose of liability or as to value of any <br />property or claim. <br />14. 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 at law <br />or in equity, before any court or governmental agency. <br />2 <br />25F-6