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Exhibit A - Ordinance 2001-14 <br />of this Agreement, that having been given the opportunity to inspect the Premises, Purchaser is <br />relying solely on (i) its own investigation of the Property and the Seller's representations and <br />warranties made herein. Except as otherwise set forth herein, Seller is not liable or bound in any <br />manner by any oral or written statements, representations or information pertaining to the <br />Premises, or the operation thereof, furnished by any real estate broker, agent, employee, servant <br />or other person. Except as otherwise set forth herein, Purchaser further acknowledges and agrees <br />that to the maximum extent permitted by law, the sale of the Premises as provided for herein is <br />made on and "AS IS" condition and basis WITH ALL FAULTS. Except as otherwise set forth <br />herein, Puxchaser and anyone claiming by, through or under Purchaser hereby fully and <br />irrevocably releases Seller, its employees, officers, directors, shareholders, representa.tives and <br />agents for any cost, loss, liability, damage, expense, demand„ action or cause of action arising <br />from or related to the breach of any representation, warranty, promise, covenant, agreement or <br />guaranty not expressly made in this Agreement, any construction defects, errors, omissions or <br />other conditions. The provisions of this Paragraph 5 shall be binding upon Purchaser, its <br />successors and assign and sha11 survive the Closing. <br />6. REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Purchaser <br />that: <br />(a) Seller is the owner of good and marketable indefeasible fee simple title in and to <br />the Premises; <br />(b) Seller has the full power and authoriiy to execute this Agreement and to perform <br />a11 of the obligations of Seller under this Agreement and that this Agreement <br />constitutes a legal, valid and binding obligation of Seller and is enforceable <br />against Seller; <br />(c) The execution and performance of this Agreement by Seller will not conflict <br />with or result in a breach or default of any provisions of any other contract to <br />which Seller is a pazty or of any federal, state or local law, ordinance, code rule <br />or regulation; <br />7. CONDITIONS TO PURCHASER'S OBLIGATIONS. (a) The obligation of Purchaser to <br />consummate the transaction contemplated by this Agreement is conditioned upon the <br />fulfillment of each of the following conditions as of the Closing Date (all or any portion of <br />which may be waived in whole or in part at or prior to Closing): <br />(i) The Village of Mayfield Council has approved the transaction <br />contemplated herein; <br />(ii) The Title Company shall be prepared to issue the Title Policy in the amount <br />of the Purchase Price; <br />(b) If, as of the Closing Date, any of the conditions of subsection 7(a) hereof are not <br />fulfilled, in whole or in part, or if at any time prior to the Closing Date, Purchaser <br />3