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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. Tenant -Seller hereby authorizes Buyer to withdraw and make payable to Buyer any fiords
<br />deposited with the Court in any such eminent domain action.
<br />12. CLOSING: PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim
<br />Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the
<br />Purchase 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 Improvements and the Tenancy Interest.
<br />B. Pay and charge Tenant -Seller for any amount necessary to place title in the
<br />condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
<br />C. Disburse funds when conditions of this Agreement have been satisfied by
<br />Buyer and Tenant -Seller.
<br />13. FULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acknowledges that
<br />the compensation paid to Tenant -Seller through this Agreement constitutes the full and complete
<br />settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition
<br />of the Property and the Tenancy Interest and any dislocation of Tenant -Seller from the Premises,
<br />specifically including, but not limited to the value of the Improvements, leasehold improvements,
<br />any and all claims for rental or leasehold value and any and all claims in inverse condemnation and
<br />for pre -condemnation damages, and any and all claims for loss of business goodwill, and any and
<br />all other claims that Tenant -Seller may have, whether or not specifically mentioned here, relating
<br />directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy
<br />Interest, and the loss of business goodwill (but excluding relocation benefits to which Tenant -Seller
<br />may be entitled). 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 />"Releases"), hereby release the other party, and its Releases, 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 Improvements and the Tenancy
<br />Interest. Additionally, Tenant -Seller hereby expressly and unconditionally waives any claims
<br />(known or unknown) including loss of goodwill, severance damages, statutory interest, claims for
<br />inverse condemnation or unreasonable pre -condemnation conduct, or any other compensation,
<br />damages or benefits, arising from the acquisition of the Premises that Tenant -Seller may have
<br />against Buyer, its officials, representatives, and attorneys.
<br />14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant -
<br />Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
<br />provisions of California Civil Code §1542, which provides as follows:
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