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that: <br />10. Seller's Representations and Warranties. Seller represents warrants and agrees <br />{a} It is a municipal corporation in full force and effect under the Constitution and <br />laws of the State of Ohio. <br />(b) This Agreement is a valid and-binding instrument enforceable against the Village <br />in accordance with its terms. <br />(c} To the best of Seller's knowledge it is not in violation of or in conflict with any <br />provision of the laws of the State of Ohio which would impair its ability to observe and perform <br />its covenants, agreements and obligations under this Agreement. <br />{d) Seller has and will have full power and authority (i) to execute, deliver, observe <br />and perform this Agreement, and {ii) to enter into, observe and perform the transactions <br />contemplated in this Agreement. <br />(e) Prior to Closing, Seller will be the sole owner of the Property, free and clear of all <br />liens, claims, encumbrances, restrictive environmental covenants (including any institutional <br />controls or restrictions on the use of the Property), and rights of others except for the Permitted <br />Exceptions, and will convey same to Buyer subject only to the Permitted Exceptions. No party is <br />uz possession of the Property or any portion thereof, whether as a lessee or tenant at sufferance. <br />There is no option to purchase, right of first refusal to purchase ar agreement for the sale and <br />purchase of the Property or any portion thereof to any person or entity, except for this <br />Agreement. <br />(#} There is no action, suit, investigation, or proceeding pending, or to the knowledge <br />of Seller, threatened against the Property or any portion thereof, in any court or by any federal, <br />state, county or municipal department, commission, board, agency, or other goverrunental <br />instrumentality. <br />(g) No unpaid improvements which might ripen into and foam the basis of a <br />mechanics' lien have been or will be made to the Property prior to the Closing Date. <br />AlI representations and warranties of Seller shall survive the execution and delivery of <br />this Agreement. <br />11. Buyer Representarions and Warranties. <br />Buyer represents warrants and agrees that: <br />(a) Buyer is a Michigan Limited Liability Company, registered to do business in <br />Ohio and is in full force and effect under the laws of the State of Ohio. <br />(b) This Agreement will be a valid and binding instrument enforceable against Buyer <br />in accordance with its terms. - <br />6 <br />