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(g) Seller's approval, by and through its various cominissions, committees and <br />boards, of Buyer's preliminary and final site plan. , <br />(h) Satisfaction that all State and Federal approvals and permits have been obtained. <br />Unless the Preconditions to Closing are satisfied or have been waived in writing by Buyer <br />no later than , this Agreement shall terminate upon vvritten notice by Buyer <br />to Seller and Escrow Agent, and following such notice, neither Party shall have any further <br />liability to the other, except that all documents shall fortllwith be returned to Buyer or Seller, as <br />the case may be. <br />9. Preconditions to Construction of Facility. <br />The following are tlle preconditions to the commencement of construction of the Facility <br />Uy Buyer (collectively, the "Preconditions to Construction"): <br />(a) Seller, in cooperation with Buyer, shall ensure tliat 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 coiporation in full force and effect under the Constitution and <br />laws of the State of Ohio. <br />(b) This Agreeinent is a valid and binding instrument enforceable against Village in <br />accordance with its terms. <br />(c) To the best of Seller's lcnowledge 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 perforin 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 Propei-ty, 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 saine to Buyer subject only to the Permitted Exceptions. No party is <br />7 <br />474370 v_05 \ 122504.0011