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All unpaid taxes on said real property for any and all years prior to the fiscal year within which <br />said conveyance is made shall be paid by Seller before conveyance of said real property to <br />City. <br />6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept <br />from City, as and for the full purchase price for said real property, fixtures & equipment <br />(improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum <br />of Four Hundred Forty -Five Thousand and no/100 Dollars ($445,000.00). City agrees to <br />deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and <br />after the date on which the City has approved this Agreement, and the Escrow Agent is hereby <br />authorized to pay the same to Seller upon and after: <br />a. Conveyance of said real property by Seller to City as hereinabove provided; <br />b. Acceptance by City of a Grant Deed conveying said real property to City; <br />c. Delivery to City of the policy of title insurance as hereinabove provided; <br />d. Recordation of the Deed conveying said real property to City. <br />7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real <br />property to City is recorded, quiet and peaceful possession of said real property, which shall be <br />made free by Seller of all personal property. <br />a. No later than fourteen days (14) days after close of escrow, Seller shall have <br />removed all merchandise, inventory, equipment, personal property, and/or <br />removable trade fixtures from the Property. Any merchandise, inventory, <br />equipment, personal property, and/or removable trade fixtures at the Property as <br />of three days after close of escrow shall be deemed abandoned by Seller on that <br />date. <br />b. If Seller does not vacate the Property by the above stated date, the Seller agrees <br />to have the Court immediately issue a Writ of Possession and/or Assistance, <br />directing the Marshall or Sheriff of Orange County to take physical possession of <br />the Property in favor of the City. Seller waives the right to have the City file an <br />unlawful detainer action, as well as waive the right to any hearing or any <br />requirements for an application by City to obtain the Writ of Possession and/or <br />Assistance and waives any and all rights to object to the issuance of said Writ if <br />Seller does not vacate the Property by fourteen (14) days after close of escrow. <br />8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and <br />correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver <br />same to City within fifteen (15) days hereof with copies of any written leases or rental <br />agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 - <br />day month/360-day year consistent with that statement, subject to approval of City. Seller <br />hereby agrees not to rent any units on the premises which are vacant as of the date that this <br />agreement is executed by seller, or which may be vacated by present occupants prior to close <br />of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units <br />vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits <br />pertaining to the subject property collected by or in the possession of Seller prior to the close of <br />escrow shall be transferred to and become the property of City during escrow. <br />Seller hereby warrants that the rental statement referred to shall include the terms of all rental <br />agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller <br />agrees to hold City harmless from all liability from any such leases or agreements. Seller also <br />