AKBAR HEIDARINIA DMD, DBA SOUTH COAST DENTAL GROUP INC.-2017

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3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit D in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant - Seller will vacate the property by 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS AND MOVABLE EQUIPMENT. The Quitclaim Deed (Exhibit D) will also convey from Tenant - Seller to Buyer all of Tenant - Seller's interest in and to the Improvements and Movable Equipment, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements and Movable Equipment having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies under penalty of perjury that Tenant - Seller is the owner of the Improvements and Movable Equipment and that no document has been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements and Movable Equipment, and that the Tenant- Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant- Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements and Movable Equipment, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements and Movable Equipment. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements and/or Movable Equipment, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant -Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller.