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9. Notices: Any notices required or permitted to be given pursuant to this Agreement shall be deemed given <br />when either personally delivered or alternatively sent by Federal Express (or any overnight service provider having <br />readily traceable service) to Seller or Buyer as follows: <br />To Buyer: <br />Liberty Development Company <br />28045 Ranney Pkwy. <br />Westlake, OH 44145 <br />Attention: Tom Kuluris <br />With copy to: <br />Ulmer &Berne, LLP <br />Mary Forbes Lovett, Esq. <br />1660 West 2nd Street <br />Cleveland, Ohio, 44113 <br />To Seller: <br />City of Lakewood, Ohio <br />12650 Detroit Avenue <br />Lakewood, OH 44107 <br />Attention: Mayor <br />With copy to: <br />City of Lakewood, Ohio <br />12650 Detroit Avenue <br />Lakewood, 01144107 <br />Attention: Law Director <br />Either Seller or Buyer may change its notice address by providing the other with written notice as provided <br />hereinabove setting forth such new address. <br />10. Successors and Assigns: The Terms shall extend to and be binding upon the respective successors and <br />assigns of both Seller and Buyer or Buyer's nominee(s) (as applicable). <br />11. Governing Law: This Agreement shall be governed by and construed in accordance with Ohio law. The <br />Cuyahoga County, Ohio Common Pleas Court shall have the sole jurisdiction and venue over and respecting any <br />claims, causes of action, liabilities or disputes which arise among and between Seller and Buyer relating in any manner <br />whatsoever to this Agreement, the Transaction or the Property. <br />12. Effective Date: The effective date of this Agreement (the `Effective Date "), shall be the latest date upon <br />which Seller or Buyer executes the same. <br />13. Conditions Precedent to Buyer's Obligations: All of Buyer's duties, obligations and liabilities to Seller <br />under this Agreement are wholly contingent upon the following conditions precedent (collectively the "Buyer's <br />Conditions "): <br />(a) Buyer being satisfied in its sole discretion with the results of its Due Diligence, as set forth in Section 15 <br />below. <br />(b) That there exist no liens, conditions, easements, encumbrances, restrictions, rights -of -way or any <br />"Unacceptable Title Matters" relative to the Property that would prevent or impair Buyer's utilization, ownership, <br />0 <br />DELTAVIEW COMPARE: 2129602 <br />212 0707 ver 45_ <br />37742 -0009 <br />