WESTERN DENTAL SERVICES, INC., DBA WESTERN DENTAL-2013

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6. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 7. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant - Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant- Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 8. CLOSING. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller. 9. FULL AND COMPLETE SETTLEMENT RELATED TO COMPENSATION FOR THE IMPROVEMENTS. Tenant - Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of all claims against Buyer relating to the value of the Improvements (but excluding relocation benefits to which Tenant - Seller may be entitled, if any, and loss of business goodwill to which Tenant - Seller may be entitled, if any). 10. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 11. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the purchase of the Improvements. 12. AUTHORIZATION TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant - Seller and Buyer respectively. 13. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer or Seller for any purpose of liability or as to value of any property or claim. 14. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT - SELLER. Tenant - Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best of Tenant- Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant - Seller shall not knowingly do anything which would impair Tenant - Seller's title to the Improvements.