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3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to <br />execute a Quitclaim Deed in the same form as that 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 Interest. <br />4. Tenant - Sellor will vacate the property by <br />5. CONVEYANCE OF INTEREST IN IMPROVEMENTS AND MOVABLE <br />EQUIPMENT. The Quitclaim Deed (Exhibit D) will also convey from Tenant - Seller to Buyer <br />all of Tenant - Seller's interest in and to the Improvements and Movable Equipment, which <br />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 clear title to all said Improvements and Movable <br />Equipment having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 <br />of this Agreement. <br />6. RECORDIN G. Recordation of any 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 perjury that Tenant- Seller is the owner of the Improvements and <br />Movable Equipment and that no document has been signed by or on behalf of Tenant - Seller for <br />the purpose of creating any lien, encumbrance, or security interest in any of the Improvements <br />slid Movable Equipment, and that the Tenant- Seller does not lmow of any claim of lien, <br />encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly <br />recorded; and (b) real and personal property taxes. <br />8. 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 <br />of this transaction for the purpose of malting necessary inspections. <br />9. BULK SALE, In order to establish, proof of clear title to the Improvements and <br />Movable Equipment, Buyer may publish a Notice to Creditors pursuant to the Bulls Sales Law of <br />-the State of California and obtain a title report aid /or a report from the Secretary of State's <br />Office as to filings of security interests covering the Improvements and Movable Equipment. <br />10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any <br />security interest or lien of any Idnd is discovered or asserted as to any of the Improvements <br />aid /or Movable Equipment, Buyer shall, upon receiving notice or knowledge thereof, withhold <br />an amount otherwise payable to Tenant- Seller as is reasonably necessary, in the sole opinion of <br />Buyer., to protect Buyer against such claim of interest or lien. The withholding of such funds <br />shall not prevent Closing of this transaction if the total :funds to be withheld from Tenant - Seller <br />do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not <br />pay out the withheld funds or disburse any withheld fiurds to any claimant or other perky (except <br />upon court order or levy) without the written consent of Tenant - Seller. <br />251 -6 <br />