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(e} Passage of a resolution by the Board of Trustees of Buyer authorizing the <br />transactions contemplated by this Agreement; and <br />(#) Approval by Seller, and the filing by Seller, if necessary, at Seller's sole cost and <br />expense, of a lot split consolidation plat, reviewed and approved by Buyer, with the Cuyahoga <br />County Recorder to designate the Property as a separate tax parcel. <br />(g) Seller's approval, by and through its various commissions, committees and <br />boards, of Buyer's preliminary and final site Ulan. <br />(h) Satisfaction that all State and Federal approvals and permits have been <br />obtained. <br />Unless the Preconditions to Closing are satisfied or have been. waived in writing by Buyer <br />no later than March 15, 2012, this Agreement shall terminate upon written notice by Buyer to <br />Seller and Escrow Agent, and following such notice, neither Party shall have any further liability <br />to the other, except that all documents shall forthwith be returned to Buyer or Seller, as the case <br />maybe. <br />9. Preconditions to Construction of Facility. <br />The following are the preconditions to the commencement of construction of the Facility <br />by Buyer (collectively, the "Preconditions to Construction"): <br />(a) Seller, in cooperation with Buyer, shall ensure that the Property is zoned in <br />compliance with the construction and operation of the Facility; <br />{b) the adoption of zoning which permits the construction of the Facility; <br />(c) approval of the Project by the Village building department; <br />(d) the Project being publicly bid; and <br />(e) the Project bids are accepted by Library's Board of Trustees. <br />10. Seller's Representations and Warranties.Seller represents, warrants and agrees <br />that: <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 Village in <br />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 />7 <br />474370 x_051122504.0011 <br />