9001-18 Authorize Purchase Agreement for Hilliard Square Theater

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and clear of all Liens other -than Permitted Exceptions, with the ';andard pre - printed, exceptions deleted and with customary endorsements Ns reasonably:requestee bytiPurchaser.. ARTICLE 2 THE TRANSACTION 2.1 Purchase and Sale of Property. On the terms and 'subject to the conditions contained in this Agreement, on the Closing Date, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, .transfer and deliver to Purchaser,. free and. clear of all Liens created by or through Seller,, other than.Pertnitted Exceptions, all of Seller's right, title and interest In and to the Property, 2.2 Purchase Price, The purchase price (the "Purchase Price ").far the Property shall be cash in the amount of $10.00. At Closing, Purchaser shall pay the Purchase Price to Seller in immediately available funds, ARTICLE 3.. THE ,CLOSING ! .3.1 .Place of Closing.., The consummation of the transa:tions provided for in this Agreement including delivery of the Deeds for recording in the.rJffieial Records. of Cuyahoga County, Ohio (the "Closing ") shall be an escrow closing,thraugh,the. Escrow Agent.on the Closing Date, but subject.to satisfaction of all of the conditions ;.6 Ct'osing set forth in Article 4 hereof, and elsewhere in this Agreement. 3.2 Deliveries by Seller. . At the Closing, Seller shall deliver .to Purchaser the following: (a) a limited warranty deed in the form attached hereto as !Exhibit B (a "Deed "), conveying to Purchaser all of Seller's right, title and interest in and to the Land and Improvements located thereon; (b) a signed counterpart of the closing statement provided by the Escrow Agent; (c) any. other documents; instruments ar:d 1 :lMtmgs. (either executed counterparts or otherwise) required or reasonably requested by ?! ;rcFascr or Escrow Agent to be delivered by Seller pursuant to this Agreement for the due tran:'u''a? o:i the Property to Purchaser, free and clear of all Liens, other than -Term-'itted: Exceptions. ekh in. form and. substance reasonably satisfactory to Purchaser; (d) to the extent requested by Escrow Agent, evic:ence sufficient to establish the authority of the Seller (or other person or entity signing on behalf of Seller); and (e) if and to the extent requested by Escrow Agent, an owner's title affidavit and a gap indemnity in a form reasonably acceptable to Escrow Agent in order for the Escrow Agent to be able to issue the Title Policy to Purchaser at Closing. 3