9001-18 Authorize Purchase Agreement for Hilliard Square Theater

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If to Purchaser: City of Lakewood 12650 Detroit Ave. Lakewood, Ohio 44107 Attention: Mayor With a copy to: City of Lakewood 12650 Detroit Ave. Lakewood, Ohio 44107 Attention: Law Director 7.3 Expenses. Except as shall pay its own expenses, includin g Agreement, the performance of it s transactions contemplated hereby. otherwise provided in this Agreement, each party hereto attorneys' and accountants' fees, in connection with this obligations hereunder and the consummation of the 7,4 Brokerage Commissions and Fees. Purchaser warrants and represents that it has not engaged any real estate broker(s) in connection with the transactions contemplated by this Agreement. Seller warrants and represents that it has not engaged any real estate broker(s) in connection with the transactions contemplated by this Agreement, and agrees that should any claim be made for commissions or fees by any broker(s) claiming through Seller against Purchaser, Seller will indemnify and hold Purchaser free and harmless from and against any and all loss, liability and expenses in connection therewith. In connection with the foregoing, the parties understand and acknowledge that any real estate broker engaged by or representing Purchaser shall not be entitled to share any portion of the commission or fees that are being paid by Seller to its broker in connection with this Agreement and the transactions contemplated herein. Notwithstanding anything contained herein to the contrary, the provisions of this Section 7.4 shall survive Closing. 7.5 Waiver. Unless otherwise set forth herein, any term or condition of this Agreement may be waived at any time by the party which is entitled to the benefit thereof. Unless specified otherwise elsewhere in this Agreement, to be effective, such waiver shall be in writing, shall specifically refer to this Agreement and the term or condition being waived, and shall be executed by an authorized agent of such party. A waiver on one occasion shall not be deemed to be a waiver or the same or any other breach on a future occasion. A waiver hereunder shall be effective without notice to any Person, in relation to such waiver. 7.6 Amendment. This Agreement may be modified or amended only in a writing duly executed by or on behalf of each of the parties hereto, which writing shall make specific reference to this Agreement.