2020-03 - Authorize sale of 16300-16400 Detroit to Scalish Construction

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2. Inclusions: Included in this Agreement for any and all purposes as part of the "Property" are any and all: (a) rights, easements, licenses and rights -of -way benefiting and appurtenant to the Property; (b) improvements, structures and fixtures located upon or at the Property; and (c) oil, gas and mineral interests, rights and entitlements relating to the Property. 3. Title Evidence: Buyer will obtain an Owner's Title Insurance Commitment (the "Commitment") within 30 days after the Effective Date and, after Closing, obtain an Owner's Title Insurance Policy providing for owner's title insurance coverage in the amount of the Purchase Price ("Title Insurance"). Buyer and Seller will equally pay the premium, title examination and commitment costs of and for the Title Insurance. The Commitment will include legible copies of any and all title encumbrances referenced within Schedule B thereof. Buyer shall obtain the Title Insurance from the Title Company. Buyer shall obtain and pay for any survey which Buyer may want or require ("Survey") within 30 days after the Effective Date. Seller and Buyer shall at Closing execute any ordinary and customary affidavits, agreements, general instructions and forms which the Title Company may reasonably require as a condition to the issuance of the Title Insurance. The Commitment shall show in Seller a good and marketable title to the Property ("Title"), in fee simple, free and clear of all liens and encumbrances except: (a) those which Buyer creates or expressly assumes; (b) zoning ordinances and building regulations; (c) real estate taxes and assessments, whether general or special, not then due and payable; (d) legal highways; (e) conditions, restrictions, easements, rights of way and all other matters of record to which Buyer shall not pursuant to written notice(s) to Seller make any written obj ection(s) within 10 calendar days after Buyer receives the Commitment and the Survey ("Notice"); and (f) any matters that would be disclosed by an accurate survey of the Property to which Buyer has not pursuant to written notice to Seller made any written objections within 10 days after receipt of both the Commitment and the Survey (collectively being the "Permitted Encumbrances"). Within the 10-day period following Buyer's receipt of the Title Commitment and Survey, Buyer shall have the right to object to any matters set forth in the Commitment, other than those matters set forth in (a), (b), (c), (d) and (g) in the paragraph above (the "Unacceptable Title Matter(s)"), by providing written Notice(s) to Seller. Thereafter Seller shall have a reasonable time not to exceed 10 days after Buyer's timely Notice(s) to Seller thereof within which to notify Buyer which Unacceptable Title Matters Seller intends to and shall remedy or remove ("Cure"), prior to or at Closing by giving written notice to Buyer. Seller shall in any event have the unconditional obligation to Cure any and all monetary liens or mortgages of any lenders, governmental bodies, creditor(s) and any other persons or entities, all of which Seller shall satisfy in full prior to or at Closing or for which Seller shall obtain recordable releases or satisfactions such that the same shall not encumber title to the Property as owned by Buyer (or Buyer's nominee(s)). Within 10 days after receipt of such written notice from Seller, Buyer, as Buyer's sole and exclusive remedy, shall elect in writing either to: (i) accept Title to the Property subject to the Unacceptable Title Matters Seller has not otherwise elected to Cure, without an abatement or reduction of the Purchase Price and complete the transaction contemplated hereby ("Transaction"); or (ii) terminate this Agreement. If Buyer elects to terminate this Agreement within 10 days of Seller's written notice, all funds and documents shall be returned to the party who delivered or deposited the same, including the Deposit (and any Additional Deposit) which shall be returned to Buyer, and thereupon the parties shall be released from any further obligations hereunder each to the other, except that Buyer and Seller shall each pay one-half (1/2) all the expenses of the Title Company, if any and the Escrow Agent shall promptly disburse the Deposit (and any Additional Deposit) to Buyer. If Buyer fails to make a written election within the aforesaid 10-day period, Buyer shall be deemed to have elected to accept title to the Property subject to all Unacceptable Title Matters Seller has not otherwise elected to Cure and to complete the Transaction. Marketability shall be determined under the Standards of Title Examination adopted by the Ohio State Bar Association. 4. Closing and Possession: Closing shall occur on or before thirtieth (30th) day after expiration of the Inspection Period (defined below) ("Closing Date"), subject to Buyer's right to extend the same for one additional 30- day period upon written notice to Seller; provided, however, that Buyer shall together with any such notice pay into escrow with the Title Company an additional deposit amount of $25,000.00 (the "Additional Deposit"), which Additional Deposit will be: (a) applied to the Purchase Price at Closing; (b) refundable to Buyer upon any termination of this Agreement in strict accordance with the conditions set forth in this Agreement, unless such termination results from Buyer's breach or default hereunder (whereupon Seller shall receive the Deposit and Additional Deposit as and for Seller's remedy as liquidated damages, in addition to any other remedies provided for herein). The Title Company shall