60-87 Ratify Exchange agreement - SOHIO

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exclusion of all other rights and remedies, whether at law or in equity or otherwise, which may exist on the part of 'any pa~ty hereto by reason of any misrepresentation or breach of warranty, covenant, or agreement on the part of any other party hereto. 20. Niscellaneous Provisions. (a) Upon the execution of this Agreement by Exchangor and Exchangee, Exchangee shall execute two copies of the Power of Attorney, whereby the Escrow Holder is appointed, authorized and directed to act as Exchangee's attorney-in-fact for the purpose of performing Exchangee's executory obligations under this Agreement with respect to the Exchange Property. (b) Mer~.r Clause. This Agreement, the exhibits, and the related documents codstltute the entire agreement and understanding between, the parties hereto. Ihere are no oral representations, stipulations, warranties, agreements, or understandings with respect to the subject matter of this Agreement which are not fully expressed herein. Neither this Agreement nor its execution has been induced by any representation, stipulation, warranty, agreement, or understanding of any kind other than those herein expressed. (c) Modifications. This Agreement shall not be modified or discharged, nor may any of its terms be waived, except by an instrument in writing signed by the parties hereto. (d) Successors and Assigns. This Agreement and the rights and obligations of the parties hereto shall inure to the benefit of and shall bind the parties hereto and their respective successors and assigns. Exchangee shall not assign or otherwise transfer its rights under this Agreement without Exchangor' s prior written consent. (e) Notices. All notices, requests, consents, and other communications hereunder shall be in writing and may be delivered by hand or sent postage prepaid, by certified or registered United States mail, to the following addressses: City of Lakewood 12650 Detroit Avenue~ Lakewood, Ohio 44107 ATTN: Mayor Anthon~ C. Sinagra ATTN: (Sohio or BP) 18-1-~405 Sohio Building Cleveland, OH 44114-2975 Mr. 8. T. Werner or to any other address designated by the parties hereto in the manner prescribed herein. Any such mailed notice shall be deemed to have been given five (5) days after deposit in the United States mail, registered or certified, addressed as set forth above. (f) Severability. The promises, representations, covenants, and warranties contained in this Agreement are severable, and the unenforceability or invalidity of any such promise, representation, covenant, or warranty shall not affect the remaining promises, representations, covenants, and warranties contained herein.