02-15 Authorize Agreement to Sell Property at 1351 W. Clifton

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(i) Seller is current and at Closing shalt be current with and upon all of Seller's obligations and liabilities to pay for any and all utilities servicing the Property. 0) Seller's Covenants as contained within this Agreement do not and will not contain or furnish any untrue statements of material fact or omit any material information necessary to render Seller's Covenants to not be misleading. (k) To the actual knowledge of Seller, other than this Agreement, there are no agreements, contracts, licenses, invoices, bills, leases, undertakings or understandings affecting all or any of the Property except as Seller has disclosed in writing to Buyer within this Agreement. (1) To the best of Seller's knowledge the demolition of the former school building was done in compliance with laws and the sub surface fill is compact and buildable. All of Seller's Covenants shall survive Closing and the execution, delivery or recordation of the Deed for a period of one (1) year. 17. Buyer's Representations and Warranties: Buyer covenants, represents and warrants to Seller ("Buyer's Covenants "), that both as of the Effective Date and as of the Closing Date: (a) There is no pending litigation, and to the best of Buyer's knowledge, there is no threatened litigation or claims against Buyer which would impair Buyer's ability to perform its obligations under the terms of this Agreement and to close the transaction as contemplated herein on the Closing Date. (b) No consent or approval of any person, entity, governmental agency or body is or will be required for Buyer to fully perform under this Agreement and to complete the Transaction in accordance with the Terms. (c) Buyer is authorized to sign this Agreement, Close the Transaction and perform pursuant to and under the Terms. (d) Buyer's Covenants as contained within this Agreement do not and will not contain or furnish any untrue statements of material facts or omit any material information necessary to render Buyer's Covenants to not be misleading. (e) Neither Buyer nor any of its owners, members, shareholders or partners has been convicted of any felony crime or crime involving moral turpitude or of any crime involving an act of theft, fraud, dishonesty or falsification. All of Buyer's Covenants shall survive Closing and the execution, delivery and recordation of the Deed for a period of one (1) year. 18. Status of Seller: Seller covenants, represents and warrants to Buyer that as of the Effective Date and as of the Closing Date: (a) Seller is an Ohio municipal corporation; (b) Seller is authorized to sign this Agreement, close the Transaction and perform pursuant to and under the Terms. 19. Waiver or Modification: None of the Terms can be waived, modified or amended unless and until Seller and Buyer prepare and sign a written waiver or modification, which such waiver or modification must incorporate this Agreement by reference therein and must otherwise ratify and reaffirm the same (subject to the waiver or DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009