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9. BULI{ 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 />t0. 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 />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, claims, interest, goodwill, attorney's fees and deposits in said action, or any <br />claim whatsoever which might arise out of the filing of such action, whether or not such claim is <br />specifically identified herein. Tenant -Seller hereby authorizes Buyer to withdraw and make payable <br />to Buyer any funds 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 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 10 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. <br />A. Subject to the terms and conditions of the Agreement for Exchange of Real Property, <br />signed concurrently herewith by Buyer and Dianne Rose Mendez, owner of the Property, Tenant - <br />Seller hereby acknowledges that the compensation paid to Tenant -Seller through this Agreement <br />