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TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $311,000.00 <br />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 and <br />interest in and to the Tenancy Interest as of 2017. <br />4. Tenant -Seller will vacate the property no later than three (3) days after close of escrow, <br />as set forth in the concurrent Purchase and Sale Agreement. Seller shall have removed all merchandise, <br />inventory, equipment, personal property, and/or removable trade fixtures from the Property by said date. <br />Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property <br />as of three days after close of escrow shall be deemed abandoned by Seller on that date.. <br />5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will <br />also convey from Tenant -Seller to Buyer all of Tenant -Seller's interest in and to the Improvements <br />and Movable Equipment, which conveyance shall be free and clear of all recorded and unrecorded <br />encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the <br />Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject <br />to Tenant -Seller's vacation of the Premises and proof of clear title to all said Improvements having <br />been obtained and received by Buyer in accordance with Paragraphs 9 and 10 of this Agreement. <br />6. RECORDING. Recordation of any documents delivered through this Agreement is <br />authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. To the best of Tenant -Seller's knowledge, <br />Tenant -Seller hereby warrants and certifies under penalty of perjury that Tenant -Seller is the owner <br />of the Improvements and that no document has been signed by or on behalf of Tenant -Seller for the <br />purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that <br />the Tenant -Seller does not know of any claim of lien, encumbrance, or other security interest <br />therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal <br />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 of <br />this transaction for the purpose of making necessary inspections, provided Buyer provides seven <br />calendar days notice to Seller, and Seller agrees in writing that the inspection time proposed by <br />Buyer will not unreasonably impair of affect Seller's operations at the Premises. <br />9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer <br />may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and <br />obtain a title report and/or a report from the Secretary of State's Office as to filings of security <br />interests covering the Improvements. <br />10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any <br />security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer <br />shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to <br />Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such <br />claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction <br />25K-6 <br />