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herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds <br />deposited with the Court in any such eminent domain action. <br />12. CLO IS NG;. 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 Tenam Seller for any and. all current and/or delinquent taxes <br />and any penalties and interest thereon against the Improvements and the Tenancy Interest, and for <br />any delinquent or non-delinquent assessments or bonds against tle.Improvemenis and the Tenancy <br />Interest, <br />B. Pay and charge Tenant - Seller for any amount necessary to place title in the <br />condition necessary to satisfy Paragraphs S and 10of 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. <br />A. Tenant - Seller hereby acknowledges that the compensation paid to Tenant Seller <br />through this Agreennernt constitutes the full and complete settlement of any and all claims against <br />Buyer, resulting from or arising out of Bit or's acquisition of the irn)rovements andand the Tenancy <br />Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not <br />Iirited to the value of the improvements, leasehold improvements, any and all claims for rental or <br />leasehold value and any and all claims in inverse condemnation and for precondermnation damages, <br />and any and all other claims that Tenant - Seller may /save, whether or not specifically mentioned <br />here, relating directly or indirectly to the acquisition by Buyer of the Improvements and the <br />Tenancy hrt.erest . Tenant -Seller hereby disclaims any right, title or interest h1 or to the Premises. <br />Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, <br />predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively <br />"Releasees "), hereby release the other party, and its Releasees, and each of them from any and all <br />obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of <br />action, including without limitation those relating to just compensation or damages which any of <br />them now have; or might hereafter have by reason of any matter or thing arising out of or in any <br />way related to any condemnation action affecting the Improvements and the Tenancy Interest, <br />Additionally, TenantrSeller hereby expressly and unconditionally waives any claims (known or <br />tutlolown) including loss of goodwill, statutory interest, claims for inverse condemnation or <br />unreasonable pre- condemnation conduct, or any other compensation, damages .or benefits, arising <br />from the acquisition of the Improvements that Tenant - Seller may have against Buyer, its official's, <br />representatives, and attorneys. <br />B. Seller acknowledges that, in aceordance with applicable provisions of California law, <br />Seller may otherwise be entitled to the payment of relocation expenses, compensation for loss of <br />goodwill, just compensation, inverse condemnation, unlawFal pre- condemnation conduct, and other <br />benefits and claims other than those expressly provided for in this Agreement in connection with <br />Buyer's acquisition of the Property. Seller, on behalf of itself and its heirs, executors, <br />administrators, successors and assigns, acknowledges that Buyer's performance tinder this <br />Agreement constitutes full and complete satisfaction of Buyer's obligations to Seller with respect to <br />such claims. Seller acknowledges that it may be entitled to bonefits tinder the Uniform Relocation <br />Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 United. States Code <br />4463'M.1 -,N[565,1 <br />25F -7 <br />