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3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Sellcr agrees to <br />execute a Quitclaim Deed In (lie same form as Ihat attached hereto as Exhibit D in favor of Buyer <br />("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title <br />and interest in and to the Tenancy hiteresl. <br />d. T'caant-Seller will vacate the properly by 2 - -3/ 2016. <br />S. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Decd <br />will also convey from Tenant -Seller to Bayer all of Tenant -Seller's interest is and to the <br />Improvements, which conveyance shall be free and clear of all recorded and unrecorded <br />encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the <br />Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be <br />subject to Tenaat-Seller's vacation of the Premises and proof of clear title to all said <br />Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and <br />9 of this Agreement. <br />6. RECORDING. Recordation of ally documents delivered through this Agreement <br />is authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and <br />certifies under penalty of peijury that Tenant -Seller is the owner of the hnprovements and that <br />no document has been signed by or oil behalf of Tenant -Seller for the purpose of creating any <br />lieu, encumbrance, or security interest ill any of the Improvcurents, and that the Tenant -Seller <br />does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) <br />Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. <br />8. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants Buyer or its <br />nulhorizcd agent's permission to enter upon (lie Premises at all reasonable limes prior to Closing <br />of this transaction for the purpose of making necessary inspections. <br />9. 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 Stale 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 />10. CONFLICTING TNTERESTS. Ill the event any conflicting claim of title or any <br />security interest or lien of nny kind is discovered or asserted as to any of the Improvements, <br />Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable <br />to Tenant -Seller as is reasonably necessary, ill the sole opinion of Buyer, to protect Buyer against <br />such claim of interest or lien. The withholding of such funds shall not prevent Closing of this <br />transaction if the total funds to be withheld from Tenant -Seller do not exceed the act amount to <br />be paid to Tenant -Seller through this transaction. Buyer will act pay out the withheld funds or <br />disburse ally withheld funds to ally claimant or other party (except upon court order or levy) <br />without the written consent of Tenant -Seller. <br />A general creditor's claim shall not be deemed to be a claim against ally 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 />