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11. CLOSING: PURCHASE PRICE ADJUSTMENTS, Recording of the Quitclaim Deed by
<br />Buyer will constitute "Closing" of this transaction. At Closing, Buyer will 'pay the Purchase
<br />Price to Tenant - Seller, subject to the following adjustments:
<br />A. Pay and charge Tenant - Seller fnr any and all
<br />current and /or delinquent taxes and any penalties and interest
<br />thereon, and for any delinquent or non- delinquent assessments or
<br />bonds against the Improvements and the Tenancy firterest,
<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 Buyer
<br />and Tenaat-Seller.
<br />12. FULL AND COMPLETE SETTLEMENT, Tenant - Seller hereby acimowledges that the
<br />compensation paid to Tenant - Seller through this Agreement constitutes the full and complete
<br />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 - Sellor
<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 />13, ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tonant- Seller
<br />acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
<br />provisions of California Civil Code §1542, which provides as follows:
<br />"A general release does not extend to claims which the creditor does not know or suspect
<br />to exist in his or her favor at the time of executing the release, which if known by him or
<br />her must have materially affected his or her settlement with the debtor"
<br />Tenant- Seller aclmowledges that it and any others acting on its behalf herein may have sustained
<br />damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give
<br />rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller
<br />acknowledges that this Agreement has been negotiated and agreed upon iii Tight of that situation
<br />and hereby expressly waives any and all rights which it or others acting on its behalf may have
<br />under California Civil Code §1542, or wader any statute or common law or equitable principle of
<br />similar effect.
<br />256 -7
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