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if the total funds to be withheld from Tenant -Seller do not exceed the net amount to be paid to <br />Tenant -Seller through this transaction. Buyer will not pay out the withheld funds or disburse any <br />withheld funds to any claimant or other party (except upon court order or levy) without the written <br />consent of Tenant -Seller. <br />A general creditor's claim shall not be deemed to be a claim against any specific <br />item of Improvements and Tenant -Seller hereby agrees to accept all responsibility therefore. Unless <br />otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment under this <br />transaction for the Improvements. It shall be presumed that the Property owner is the owner of all <br />improvements, fixtures and equipment associated with the Premises other than the 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. Tenant -Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds <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 tares <br />and any penalties and interest thereon against the Improvements and the Tenancy Interest, and for <br />any delinquent or non -delinquent assessments or bonds against the Improvements and the Tenancy <br />Interest. <br />B. Pay and charge Tenant -Seller for any amount necessary to place title in the <br />condition necessary to satisfy Paragraphs 5 and 10of 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. <br />A. Subject to the terms and conditions of the Purchase and Sale Agreement, signed <br />concurrently herewith, Tenant -Seller hereby acknowledges that the compensation paid to Tenant <br />Seller through this Agreement constitutes the full and complete settlement of any and all claims <br />against Buyer, resulting from or arising out of Buyer's acquisition of the Improvements and <br />Movable Equipment, Leasehold Interest and the Tenancy Interest and any dislocation of Tenant - <br />Seller from the Premises, specifically including, but not limited to the value of the Improvements <br />and Movable Equipment, leasehold improvements, any and all claims for rental or leasehold value <br />and any and all claims in inverse condemnation and for precondemnation damages, and any and all <br />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 Improvements and the Tenancy Interest . <br />Tenant -Seller hereby disclaims any right, title or interest in or to the Premises. Tenant -Seller and <br />Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, <br />successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), <br />hereby release the other party, and its Releasees, and each of them from any and all obligations, <br />25K-7 <br />