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Upon satisfaction of the Company's obligations under this Agreement to make the Service <br />Payments, the Village shall, upon the request of the Company, sign an instrument in recordable form <br />evidencing such satisfaction and termination for filing with the Recorder's Office of Cuyahoga County, <br />Ohio. <br />Section 5. Assignments. Prior to completion of the Company Project, the Company agrees not to <br />assign this Agreement, or transfer the Property or any part thereof, without prior written notification to the <br />Village. After completion of the Company Project and obtaining a Certificate of Occupancy therefor, the <br />Company may transfer the Company Project and assign this Agreement provided that the following <br />conditions are met to the advance written satisfaction of the Village: <br />(a) That the Village be notified of any proposed transferee and assignee of the Company; and <br />(b) The proposed transferee and assignee, by instrument in writing satisfactory to the Village and <br />in form recordable in the Cuyahoga County real estate records, shall for itself and its successors and <br />_ assigns, and expressly for the benefit of the Village, have expressly assumed all of the obligations of <br />the Company under this Agreement <br />Section 6. Representations of Company. The Company hereby represents warrants and <br />covenants to the Village that it has full power and authority to perform its obligations under this <br />Agreement; and that the signing, delivery and performance of this Agreement and all documents <br />contemplated hereby have been duly and effectively approved and authorized by all necessary action. The <br />Company agrees that this Agreement is binding upon it, and its successors and assigns, in accordance with <br />its terms, and that this Agreement upon its signing is a legal, valid and binding obligation of the Company. <br />Section 7. Successors. This Agreement shall be binding upon the Company and its successors and <br />assigns. No provision of this Agreement is intended to or shall be merged by reason of any deed <br />transferring title to the Property or any part of the Property to any successor in interest of the Company, <br />and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. <br />Page6of14 <br />