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

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thereupon the parties shall be released from any further obligations hereunder each to the other, except that Buyer and Seller shall each pay one -half (1 /2) all the expenses of the Title Company, if any and the Escrow Agent shall promptly disburse the Deposit (and any Additional Deposit) to Buyer. If Buyer fails to make a written election within the aforesaid 10 -day period, Buyer shall be deemed to have elected to accept title to the Property subject to all Unacceptable Title Matters Seller has not otherwise elected to Cure and to complete the Transaction. Marketability shall be determined under the Standards of Title Examination adopted by the Ohio State Bar Association. 4. Closing and Possession: Closing shall occur on or before thirtieth (30th) day after expiration of the Inspection Period (defined below) ( "Closing Date "), subject to Buyer's right to extend the same for one additional 30 -day period upon written notice to Seller; provided, however, that Buyer shall together with any such notice pay into escrow with the Title Company an additional deposit amount of $25,000.00 (the "Additional Deposit "), which Additional Deposit will be: (a) applied to the Purchase Price at Closing; (b) refundable to Buyer upon any termination of this Agreement in strict accordance with the conditions set forth in this Agreement, unless such termination results from Buyer's breach or default hereunder (whereupon Seller shall receive the Deposit and Additional Deposit as and for Seller's remedy as liquidated damages, in addition to any other remedies provided for herein). The Title Company shall serve as escrow agent and effectuate the Closing of the Transaction. Seller shall deliver full possession of the Property to Buyer at Closing in the present condition thereof subject solely to ordinary wear and tear. 5. Deed: At Closing, Seller shall make, execute and deliver to Buyer or to Buyer's nonrinee(s) (as applicable) a recordable Limited Warranty Deed ( "Deed "), conveying the Property to Buyer or such nominees) fi•ee and clear of all liens and encumbrances except the Permitted Encumbrances, those matters expressly excepted hereinabove, real estate taxes and assessments which shall be paid and /or prorated as provided hereinbelow, and the restrictions set forth on attached Exhibit "D." A form of the Deed is attached hereto as Exhibit "E." 6. Taxes. Assessments and Other Charges: Prior to or at Closing, Seller shall pay any and all real estate taxes and assessment installments then due and payable and any and all delinquent real estate taxes or assessments, together with any applicable penalties and interest for any prior tax periods. At Closing, Seller shall pay or credit to Buyer all real estate taxes or assessments due or to become due in or for the period prior to Closing pro -rated to the Closing Date utilizing the figures shown on the last available tax duplicate. In any event, Seller shall be wholly obligated to pay and be liable for any and all real estate taxes or assessments (and any applicable penalties or interest) attributable to or assessed against the Property for the period prior to the Closing Date (with this covenant to expressly survive Closing). Seller represents to Buyer that Seller may be exempt or may apply for an exemption from the real estate taxes (the "Tax Exemption "), for the time period from 2013 to the Closing Date. In the event any Tax Exemption is granted or any adjustments are made to the real estate taxes attributable to periods prior to the Closing Date, the patties shall re- prorate the real estate taxes within 10 days of receipt of actual or corrected tax bills. In the event Buyer receives a refund for any adjustments made to real estate taxes, Buyer shall immediately deliver and pay over said refund to Seller. Such covenant to re- prorate taxes and assessments and deliver any refund to Seller shall survive the Closing. Seller will pay any conveyance fee or transfer tax which the Cuyahoga County Fiscal Officer assesses to Seller upon Seller's conveyance of the Property to Buyer. Buyer shall pay the recording fee for the Deed and the Title Company charges to close the Transaction and issue the Title Insurance to Buyer. 7. Severability: If any Term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Terms of this Agreement shall remain in fidl force and effect and shall in no way be affected, impaired or otherwise invalidated. 8. Brokers or Realtors: Seller has not listed the Property with a real estate broker or realtor, and neither Buyer nor Seller has enlisted the services of a broker or realtor in any connection therewith. The parties do not owe any broker's or realtor's commission or fee to any broker or realtor relating in any manner whatsoever to this Agreement, the Property or the Transaction. The parties will in any event pay any such commissions owed to their respective realtors or brokers if any is found to be due. 3 DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009