Laserfiche WebLink
To Seller: <br />City of Lakewood, Ohio <br />12650 Detroit Avenue <br />Lakewood, Ohio 44107 <br />Attention: Mayor <br />With copy to: <br />City of Lakewood, Ohio <br />12650 Detroit Avenue <br />Lakewood, Ohio 44107 <br />Attention: Law Director <br />Either Seller or Buyer may change its notice address by providing the other with written notice as provided <br />hereinabove setting forth such new address. <br />10. Successors and Assigns: The Terms shall extend to and be binding upon the respective successors and <br />assigns of both Seller and Buyer or Buyer's nominee(s) (as applicable). <br />11. Governin.._ Law_: This Agreement shall be governed by and construed in accordance with Ohio law. <br />The Cuyahoga County, Ohio Common Pleas Court shall have the sole jurisdiction and venue over and respecting any <br />claims, causes of action, liabilities or disputes which arise among and between Seller and Buyer relating in any manner <br />whatsoever to this Agreement, the Transaction or the Property. <br />12. Effective Date: The effective date of this Agreement (the "Effective Date"), shall be the latest date <br />upon which Seller or Buyer executes the same. <br />13. Conditions Precedent to Buyer's Obli atg ions: All of Buyer's duties, obligations and liabilities to <br />Seller under this Agreement are wholly contingent upon the following conditions precedent (collectively the "Buyer's <br />Conditions"): <br />(a) Buyer being satisfied in its sole discretion with the results of its Due Diligence, as set forth in Section <br />15 below. <br />(b) That there exist no liens, conditions, easements, encumbrances, restrictions, rights -of -way or any <br />"Unacceptable Title Matters" relative to the Property that would prevent or impair Buyer's utilization, ownership, <br />possession or development of the Property for Buyer's use thereof to construct the Project, subject, however, to the use <br />restrictions found within the Permitted Encumbrances. <br />(c) That any EPA Phase I or Phase II Assessments, Wetland Delineations or Studies, Location Surveys, <br />ALTA Surveys and Flood Surveys which Buyer may obtain relative to the Property are wholly satisfactory to Buyer and <br />do not disclose any materially adverse conditions at the Property as Buyer determines in Buyer's reasonable discretion. <br />(d) That any percolation testing, soil reports, storm water management, Clean Air Act, drinking water <br />tests, adequacy of utilities and any other inspections, tests, soil borings or investigations (collectively the "Tests and <br />Reports") which Buyer may want to obtain or conduct at the Property (at Buyer's sole expense) do not disclose any <br />materially adverse conditions at or relevant to the Property as Buyer determines in Buyer's discretion. <br />(e) That the Property be properly and correctly zoned for a use under which the Project may be constructed <br />and that there otherwise do not exist any federal, state, county, city or local regulations, restrictions, issues, requirements <br />or conditions materially adverse to the Property or Buyer's development thereof as Buyer determines in Buyer's <br />discretion, subject, however, to the use restrictions found within the Permitted Encumbrances. <br />(f) That the Property shall consist of approximately 3/4 acres and shall be configured as depicted within <br />Exhibit "A" hereto. <br />(g) That Buyer has obtained any and all final approvals and permits from Seller, Cuyahoga County, the <br />state of Ohio and any other governmental agency or body that Buyer needs to promptly develop the Property and to <br />