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

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serve as escrow agent and effectuate the Closing of the Transaction. Seller shall deliver full possession of the Property to Buyer at Closing in the present condition thereof subject solely to ordinary wear and tear. 5. Deed: At Closing, Seller shall make, execute and deliver to Buyer or to Buyer's nominee(s) (as applicable) a recordable Limited Warranty Deed ("Deed"), conveying the Property to Buyer or such nominee(s) free and clear of all liens and encumbrances except the Permitted Encumbrances, those matters expressly excepted hereinabove, real estate taxes and assessments which shall be paid and/or prorated as provided hereinbelow, and the restrictions set forth on attached Exhibit "D." A form of the Deed is attached hereto as Exhibit "E." 6. Taxes, Assessments and Other Charges: Prior to or at Closing, Seller shall pay any and all real estate taxes and assessment installments then due and payable and any and all delinquent real estate taxes or assessments, together with any applicable penalties and interest for any prior tax periods. At Closing, Seller shall pay or credit to Buyer all real estate taxes or assessments due or to become due in or for the period prior to Closing pro -rated to the Closing Date utilizing the figures shown on the last available tax duplicate. In any event, Seller shall be wholly obligated to pay and be liable for any and all real estate taxes or assessments (and any applicable penalties or interest) attributable to or assessed against the Property for the period prior to the Closing Date (with this covenant to expressly survive Closing). Seller represents to Buyer that Seller may be exempt or may apply for an exemption from the real estate taxes (the "Tax Exemption"), for the time period from 2018 to the Closing Date. In the event any Tax Exemption is granted or any adjustments are made to the real estate taxes attributable to periods prior to the Closing Date, the parties shall re - prorate the real estate taxes within 10 days of receipt of actual or corrected tax bills. In the event Buyer receives a refund for any adjustments made to real estate taxes, Buyer shall immediately deliver and pay over said refund to Seller. Such covenant to re -prorate taxes and assessments and deliver any refund to Seller shall survive the Closing. Seller will pay any conveyance fee or transfer tax which the Cuyahoga County Fiscal Officer assesses to Seller upon Seller's conveyance of the Property to Buyer. Buyer shall pay the recording fee for the Deed and the Title Company charges to close the Transaction and issue the Title Insurance to Buyer. All utilities shall be read as of the Closing Date and paid by Seller at such time. 7. Severability: If any Term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Terms of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or otherwise invalidated. 8. Brokers or Realtors: Seller has not listed the Property with a real estate broker or realtor, and neither Buyer nor Seller has enlisted the services of a broker or realtor in any connection therewith. The parties do not owe any broker's or realtor's commission or fee to any broker or realtor relating in any manner whatsoever to this Agreement, the Property or the Transaction. The parties will in any event pay any such commissions owed to their respective realtors or brokers if any is found to be due. 9. Notices: Any notices required or permitted to be given pursuant to this Agreement shall be deemed given when either personally delivered or alternatively sent by Federal Express (or any overnight service provider having readily traceable service) to Seller or Buyer as follows: To Buyer: Scalish Construction LLC 13316 Madison Avenue Lakewood, Ohio 44107 Attn: Frank Scalish With copy to: Singerman, Mills, Desberg & Kauntz Co., LPA 3333 Richmond Road, Suite 370 Beachwood, Ohio 44122 Attn : Evan Hirsch