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might arise out of the filling of such action, whether or not such claim is specifically identified
<br />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. CLOSI=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 Tenant -Seller for any and all current and/or delinquent taxes
<br />and any penalties and interest thereon, and for any delinquent or non -delinquent assessments or
<br />bonds against the Improvements and the Tenancy Interest.
<br />B. Pay and charge Tenant -Seller for any amount necessary to place title in the
<br />condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
<br />C. Disburse fiends when conditions of this Agreement have been satisfied by
<br />Buyer and Tenant -Seller.
<br />13. DULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acknowledges that
<br />the compensation paid to Tenant -Seller through this Agreement constitutes the full and complete
<br />settlement of any and all claims against Buyer, resulting from or arising Out of Buyer's acquisition
<br />of the Property and the Tenancy Interest and any dislocation of Tenant -Seller from the Premises,
<br />specifically including, but not limited to the value of the Improvements, leasehold improvements,
<br />any and all claims for rental or leasehold value and any and all claims in inverse condemnation and
<br />for precondemnation damages, and any and all other claims that Tenant -Seller may have, whether
<br />or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the
<br />Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which
<br />Tenant -Seller may be entitled and the loss of business goodwill, if any). Tenant -Seller hereby
<br />disclaims any right, title or interest in or to the Premises. Tenant -Seller and Buyer and each and all
<br />of their agents, representatives, attorneys, principals, predecessors, successors, assigns,
<br />administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the
<br />other party, and its Releasees, and each of them from any and all obligations, liabilities, claims,
<br />costs, expenses, demands, debts, controversies, damages, causes of action, including without
<br />limitation those relating to just compensation or damages which any of them now have, or might
<br />hcreafler have by reason of any matter or thing arising out of or in any way related to any
<br />condemnation action affecting the Property, 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, severance damages, statutory interest, claims for inverse
<br />condemnation or unreasonable pre -condemnation conduct, or any other compensation, damages or
<br />benefits, arising from the acquisition of the Premises that Tenant -Seller may have against Buyer, its
<br />officials, representatives, and attorneys.
<br />14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant -
<br />Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
<br />provisions of California Civil Code § 1542, which provides as follows:
<br />"A general release does not extend to claims which the creditor does
<br />not know or suspect to exist in his or her favor at the time of
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