9001-18 Authorize Purchase Agreement for Hilliard Square Theater

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HILLIARD SQUARE THEATER SALE AGREEMENT THIS HILLIARD SQUARE THEA'T'ER SALE AGREEMENT (this "Agreement ") is made and dated as of April , 2018 (the "Effective Date "), by mid between Robert W. Dobush, married ( "Scher "), and the City of Lakewood, Ohio, an Ohio municipal corporation (together with its respective successors and assigns, "Purchaser "), RECITALS WHEREAS, Seller is the owner of a former theater building within Lakewood, Ohio, known as the Hilliard Square Theater building; and WHEREAS, Purchaser instituted certain nuisance proceedings related to the Property (defined below) owned by Seller, which was in violation of code intended to protect the health, saf:ty and welfare of the cotrununity and its residents and visitors; and WHEREAS, Seller wishes to terminate the nuisance proceedings and payment therefor by entering in to this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows: ARTICLE 1 As used in this Agreement, the following terms -shall have the following designated meanings: "Agreement" has the meaning set forth in the introductory paragraph hereof. "Applicable Law" means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi - governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or Property in question, "Business Day" means any day, other than a Saturday, Sunday or "legal holiday." "Closing" has the meaning set forth in Section 3.1 hereof. "Closing Date" means a date mutually agreeable to Seller and Purchaser for the Closing, not later than sixty (60) days following the Effective Date; provided, however, that Purchaser, by not less than five (5) days' advance notice to Seller, may elect to accelerate the Closing to no later than June 30; 2018. "Deed" has the meaning set forth in Section 3.2(a) hereof.