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"Escrow Agent" shall mean Providence Title Agency, Inc., 27540 Detroit Road,
<br />Westlake, Ohio 44145.
<br />"Governmental Authority" shall mean any federal., state or local government or
<br />other political subdivision thereof, including, without limitation, any agency or entity exercising
<br />executive, legislative, judicial, regulatory or administrative governmental powers or functions, in
<br />each case to the extent the same has jurisdiction over the Person or property in question.
<br />"Improvements" means Seller's right, title and interest in and. to any buildings,
<br />structures, fixtures and improvements on the Land.
<br />"Land" means Seller's right, title and interest in Emd to the real property more
<br />particularly described on Exhibit A attached hereto, together with all and singular the rights and
<br />appurtenances pertaining to such property, including any. right,i title and interest in and to
<br />adjacent streets, alleys, easements and rights-of-way.
<br />"Leases" means all real property leases pertaining to the Improvements or the
<br />Land.
<br />"Liens" means all liens, charges, claims, security interests, title defects, title
<br />exceptions, and other encumbrances (but excluding encumbrances that will be released at
<br />Closing by payment and, with respect to recorded encumbrances, by an instrument sufficient to
<br />cause such encumbrances to be released of record under applicable law).
<br />"Losses" has the meaning set forth in Section 5.3(b) hereof.
<br />"Permitted Exceptions" means, collectively: (a) Liens of record, (b) exceptions
<br />for taxes and other governmental charges and assessments (including special assessments) that
<br />are not yet due and payable and any and all supplemental taxes, if any (c) local, county, state and
<br />federal laws, ordinances or governmental regulations now or hereafter in effect relating to the
<br />Property, and (d) all matters set forth on Exhibit B to the Deed attached hereto.
<br />"Person" means any natural person, corporation, general partnership, limited
<br />partnership, limited liability partnership, limited liability company, trust, union, association,
<br />court, agency, government, tribunal, instrumentality, or other entity or authority.
<br />"Property" means, collectively, the Land and the Improvements.
<br />"Purchase Price" has the meaning set forth in Section 2,2 hereof.
<br />"Purchaser" has the meaning set forth in the first paragraph hereof,
<br />"Seller" has the meaning set forth in the first paragraph hereof.
<br />"Title Policy" means an AL.TA 2006 owner's title insurance policy, in the
<br />amount equal to the current total appraised value of the Property as determined by the Cuyahoga
<br />County Fiscal Officer, issued by the Escrow Agent, as agent for a national title underwriter
<br />acceptable to Purchaser, insuring that Purchaser has good and marketable title to the Land free
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