9001-18 Authorize Purchase Agreement for Hilliard Square Theater

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7.7 Counterparts. This Agreement may be executed in qne or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.8 Headings, Gender, Etc. The headings used in this Agreement have been inserted for convenience and do not constitute matter to be construed or interpreted in connection with this Agreement. Unless the context of this Agreement otherwise requires, (a) words of any gender shall be deemed to include each other gender, (b) words using the singular or plural number shall also include the plural or singular number, respectively, (c) references to "hereof," herein," "hereby" and similar terms shall refer to this entire Agreement, and (d) each reference to Seller shall be a reference to any of its subsidiaries and predecessors and each representation, warranty, covenant and other agreement made herein with respect'to Seller shall be deemed made with respect to all such subsidiaries and predecessors. The language used in this Agreement shall be deemed to be the language chosen. by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against any Person. 7.9 Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Ohio, without regard to conflicts -of -laws principles thereof. 7.10 Third -Party Beneficiary. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, firm or legal entity of any kind, other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement; provided, however, notwithstanding the foregoing, the parties hereto agree that the City shall be a third -party beneficiary of all of the rights hereunder that inure to the benefit of the Seller including, without limitation, the right to have the Initial Proceeds delivered directly to the City as provided by Section 2.2. 7.11 TIME IS OF THE F..SSFNCF.. TIME IS OF THE ESSENCE WITH RESPECT TO ALL OF PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, PROCEEDING TO CLOSING ON THE, CLOSING DATE.