2013 007 Ordinance - Laserfiche WebLink

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tax or conveyance fee; (v) the cost of the title examination for the Property and the fee for issuance of the Title Coxnmitiment; and {vi) the escrow fee. Buyer shall deposit any amounts needed to satisfy the Closing Costs with Escrow Agent on or prior to the Closing Date. S. Preconditions to Closing. All of Buyer's obligations to Closing are conditioned on the. following {the "Preconditions to Closing"): (a) Satisfaction of the title and survey conditions as set forth in Section 3; (h) Satisfaction of the inspection conditions as set forth in Section 4; (c) The representations and warranties of Seller set forth in this Agreement shall be true and correct on the Closing Date; {d) Passage of an ordinance by Mayfield Village Council ("Village Council"} authorizing the transaction contemplated by this Agreement; (e) Passage of a resolution by the Board of Directors of Buyer authorizing the transactions contemplated by this Agreement; and (fj Approval by Seller, and the filing by Seller, if necessary, at Buyer's sole cost and expense, of a lot split consolidation plat, reviewed and approved by Seller, with the Cuyahoga County Recorder to designate the Property as consolidated with Buyer's adjacent and adjoiiung parcel. {g) Seller's approval, by and throutrh its various commissions, committees and boards, of Buyer's preliminary and final site elan for the Expansion. {h) Satisfaction that all Local, State and Federal approvals and permits have been obtained. Unless the Preconditions to Closing are satisfied or have been waived in writing by Buyer no later than May 15, 2013, this Agreement shall terminate upon written notice by Buyer to Seller and Escrow Agent, and following such notice, neither Party shall have any fiirther liability to the other, except that all documents shall forthwith be returned to Buyer or Seller, as the case may be. 9. Preconditions to Construction of the Expansion. The following are the preconditions to the corruneneement of construction of the Expansion by Buyer (collectively, the "Preconditions to Constnaction"): (a} Seller, in cooperation with Buyer, shall ensure that the Property is zoned in compliance with the construction and operation of the Facility and the Expansion; and (b) Approval of the Expansion by the Village. 5