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5. QONVEXANCE OF INTEREST IN IMPROVEMENTS, The Quitclaim Deed will <br />also convey from Tenant -Seller to Buyer all of Tenant -Seller's interest in and to the Improvements, <br />which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, <br />assessments, leases, and taxes, Unless otherwise provided, recording of the Quitclaim Deed and <br />Closing (as defined below) of the transaction described herein shall be subject to Tenant -Seller's <br />vacation of the Premises and proof of cleat title to all said Improvements having been obtained and <br />received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. <br />6, RECORDING, Recordation of any documents delivered through this Agreement is <br />authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies <br />under penalty of perjury that Tenant -Seller is the owner of the Improvements and that no document <br />has been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, encumbrance, <br />or security interest in any of the Improvements, and that the Tenant -Seller does not know of any <br />claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the <br />Property, duly recorded; and (b) real and personal property taxes. <br />&. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants Buyer or its <br />authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of <br />this transaction for the purpose of making necessary inspections. <br />9. BULK SALE. Li order to establish proof of clear title to the Improvements, Buyer <br />may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and <br />obtain a title report and/or a report from the Secretary of State's Office as to filings of security <br />interests covering the Improvements. <br />10. CONFLICTING INTERESTS, In the event any coullicting claim of title or any <br />security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer <br />shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to <br />Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against Stich <br />claim of interest or lien. The withholding of such finds shall not prevent Closing of this transaction <br />if the total fiords to be withheld from Tenant -Seller do not exceed the net amount to be paid to <br />Tenant -Seller through this transaction. Buyer will not pay out the withheld funds or disburse any <br />withheld funds to any claimant or other party (except upon court order or levy) without the written <br />consent of Tenant -Seller, <br />A general creditor's olahn shall not be deemed to be a claim against any specific <br />item of Improvements and Tenant -Seller hcreby agrees to accept all responsibility therefore, Unless <br />otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment under this <br />transaction for the Improvements, It shall be presumed that the Property owner is the owner of all <br />improvements, fixtures and equipment associated with the Premises other than the Improvements, <br />11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an <br />action to condemn the Tenancy Interest and/or Tenant -Seller's interest In the hnprovements, <br />Tenant -Seller hereby consents to the dismissal of such action and waives any claims for <br />compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which <br />25C-6 <br />