25F - AGMT - BRISTOL ST PHASE 3A

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5, CONVEYANCE OF INTEREST IN IMPROVEMENTS_. The Quitclaim Deed will also convey from 'llonant- Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes, Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 9 and 10 of this Agreement, 6. RECORDING, Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein, 7, CERTIFICATION OF OWNERSHIP, Tenant- Seller hereby warrants and certifies under penalty of poiju y that Tenant- Sellor is (lie owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant- Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 81 PERMISSION TO ENTER PREMISES, Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections, provided 'Buyer provides seven calendar days notice to Seller, and Seller agrees in writing that the inspection time proposed by Buyer will not unreasonably itnpair of affect Seller's operations at the Premises. 9, BULL{ 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. 10, CONFLICTING INTERESTS, In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or .knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien, The withholding of such funds shall not prevent Closing of this transaction if the total fiurds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withhold funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant- Seller. A general creditor's claim shall not be deemed to be it 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 Tenatnrt- Seller is entitled to payment wider 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, 11, DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified 9467755.1 -- N1565.1 25F -25