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A general creditor's claim shall not be deemed to be a claim against any specific
<br />item of Conveyed Improvements and Tenant -Seller hereby agrees to accept all responsibility
<br />therefore. Unless otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment
<br />under this transaction for the Conveyed Improvements. It shall be presumed that the Property
<br />owner is the owner of all improvements, fixtures and equipment associated with the Premises other
<br />than the Conveyed 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 Improvements,
<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 />might arise out of the filing of such action, whether or not such claim is specifically identified
<br />herein, except for loss of business goodwill, which is preserved,. Tenant - Seller hereby authorizes
<br />Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such
<br />eminent domain action..
<br />12. CLOSING: PURCHASE PRICE ADJUSTMENTS. Delivery of the Quitclaim Deed
<br />by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase
<br />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 Conveyed Improvements and the Tenancy Interest.
<br />Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant -
<br />Seller.
<br />13. FULL AND COMPLETE SETTLEMENT (EXCLUDING RELOCATION
<br />BENEFITS TO WHICH TENANT - SELLER MAY BE ENTITLED AND THE LOSS OF
<br />BUSINESS GOODWILL, IF ANY). Tenant - Seller hereby aelmowledges that the compensation
<br />paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any
<br />and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and
<br />the Tenancy Interest and any dislocation of Tenant- Seller from the Premises, specifically including,
<br />but not limited to the value of the Conveyed Improvements, leasehold improvements, any and all
<br />claims for rental or leasehold value and any and all claims in inverse condemnation (except as may
<br />be related to loss of business goodwill) and for precondemnation damages, -and any and all other
<br />claims that Tenant -Seller may have, whether or not specifically mentioned here, relating directly or
<br />indirectly to the acquisition by Buyer of the Property, the Conveyed Improvements and the Tenancy
<br />Interest (but excluding relocation benefits to which Tenant- Seller may be entitled and the loss of
<br />business goodwill, if any). Except for a claim for loss of business goodwill, if any, and any
<br />relocation benefits, 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 Property, the Conveyed Improvements and the
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<br />aL/
<br />251 -19
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