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

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A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and/or Movable Equipment and Tenant- Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant- Seller is entitled to payment under this transaction for the Improvements and Movable Equipment. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements and Movable Equipment. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant - Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and/or Movable Equipment and the Tenancy Interest. B. Pay and charge Tenant- Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant - Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements and Movable Equipment, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant -Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements, Movable Equipment and the Tenancy Interest including relocation benefits to which Tenant - Seller may be entitled and the loss of business goodwill, if any. Tenant - Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees "), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest.