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hercin. 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. CLOSING; 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 Tenant -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 the Improvements 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 Agreement constitutes the full and complete settlement of any and all claims against
<br />Buyer, resulting from or arising out of Buyer's acquisition of the Improvements and the Tenancy
<br />Interest and any dislocation of Tenant -Seller from the Premises, specifically including, but not
<br />limited 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 precondemnation damages,
<br />and any and all other claims that Tenant -Seller may have, whether or not specifically mentioned
<br />here, relating directly or indirectly to the acquisition by Buyer of the Improvements and the
<br />Tenancy Interest . Tenant -Seller hereby disclaims any right, title or interest in 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, Tenant -Seller hereby expressly and unconditionally waives any claims (known or
<br />unknown) 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 officials,
<br />representatives, and attorneys.
<br />B. Seller acknowledges that, in accordance 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, unlawful 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 under 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 benefits under. the Uniform Relocation
<br />Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 united States Code
<br />4463755.1 -N1565.1
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