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collected by or in the possession of Seller prior to the close of escrow shall be transferred to and
<br />become the property of City during escrow.
<br />Seller hereby warrants that the rental statement referred to shall include the terms of all rental
<br />agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller
<br />agrees to hold City harmless from all liability from any such leases or agreements to the extent
<br />that such liability results from claims first occurring or arising prior to the close of escrow. Seller
<br />also warrants that there are no oral or written leases on all or-any _pnrtion of_th. e_eubject- property
<br />exceeding a period of one month,
<br />9. Waivers. The waiver by City of any breach of any covenant or agreement herein
<br />contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent
<br />or other breach of said covenant or agreement nor a waiver of any breach of any other covenants
<br />or agreements contained herein.
<br />10, _Heirs. Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and
<br />conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and
<br />assigns of the respective Parties hereto.
<br />11. Time is of the Essence. In all matters and things hereunder to be done and In all
<br />payments hereunder to be made, time is and shall be of the essence.
<br />12. Just Compensation. Seller acknowledges and agrees that said purchase price is just
<br />compensation at fair market value for said real property and includes payment for fixtures &
<br />equipment (improvements pertaining to the realty), goodwill (if any), and severance damages.
<br />13. Acknowledgment of Full Benefits and Release.
<br />A. Subject to Seller's right to effect a Section 1033 exchange of like kind property,
<br />which is hereby reserved in all circumstances by Seller and fundamental consideration for Seller's
<br />agreement to enter into this Agreement, by execution of this Agreement, Seller, on behalf of
<br />himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that
<br />this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller
<br />hereby expressly and unconditionally waives any claim for compensation for injury to the
<br />remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation;
<br />loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any
<br />lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery,
<br />fixtures, inventory, equipment and /or personal property; any right to repurchase, leaseback from
<br />Buyer, or receive any financial gain from, the sale of any portion of the Property, or challenge
<br />Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections
<br />1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245;
<br />any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure
<br />sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to
<br />Code of Civil Procedure sections 1245.245 and 1263.615 and 1263,025; and attorney's fees and
<br />costs. It is understood by the Parties that this is a complete and full settlement of all acquisition
<br />claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the
<br />acquisition of the Property by Buyer. This release shall survive the Close of Escrow.
<br />B. This Agreement arose out of Buyer's efforts to acquire the Property through its
<br />municipal authority. Seller, on behalf of itself, its heirs, executors, administrators, successors and
<br />assigns, hereby fully releases Buyer, its successors, agents, representatives (including
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