1998 008 Ordinance - Laserfiche WebLink

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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made by and between HAYFIELD VILLAGE, a municipal corporation which is a political subdivision of the State of Ohio, having an address at 6621 Wilson Mills Road, Mayfield Village, Ohio 44143 ("Purchaser"), and PROGRESSIVE RESOURCE SERVICES COMPANY (formerly known as Transportation Recoveries, Inc.), an Ohio corporation, having an address at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 ("Seller"). Seller and Purchaser shall sometimes be referred to herein singularly as a "Party," collectively as the "Parties." The Effective Date of this Agreement shall be the date this Agreement is signed by Seller, if Seller is the last to sign, or by Purchaser, if Purchaser is the last to sign. The Closing Date of this Agreement is set forth in Section 9 below. 1. PROPERTY. Seller hereby agrees to sell and Purchaser hereby agrees to purchase, upon and subject to the terms and conditions hereinafter set forth, a parcel of real property located on SOM Center Road in Mayfield Village, Ohio consisting of approximately 59.45 acres and more particularly described in Exhibit A-1 and A-2 attached hereto and made a part hereof, together with all easements, rights, privileges and appurtenances thereunto belonging, and all improvements, buildings and fixtures thereon (the "Improvements"), including all right, title, and interest of Seller in and to any land lying in the right-of-way of any street in front of or adjoining said real property to the centerline thereof (collectively, the "Premises"). -The legal description of the Premises is subject to verification after receipt and approval of the Survey (as hereinafter defined) by Purchaser. 2. PURCHASE PRICE. (a) The purchase price of the Premises shall be Three Million Five Hundred Sixty Thousand Four Hundred Forty Five and 63/100 Dollars ($3,560,445.63) (the "Purchase Price"), which may be adjusted as hereinafter provided. (b) Purchaser shall pay the Purchase Price to Seller as follows: (i) Simultaneously with the execution of this Agreement, Purchaser shall deposit Fifty Thousand Dollars ($50,000.00) with the Title Company (as hereinafter defined) in escrow as an earnest money deposit ("Earnest Money Deposit"); and (ii) Purchase shall deposit the Purchase Price, less the Earnest Money Deposit and the credits authorized to Purchaser hereunder, in immediately available funds, in escrow with the Title Company on or prior to the Closing Date. 3. TITLE EXAMINATION OF PREMISES. (a) Seller shall instruct Commonwealth Land Title Insurance Company (the '"Title Company") to issue a commitment for an ALTA Owner's Policy of Title Insurance (1992 Form} (the "Commitment"), in an amount equal to the Purchase Price, setting forth the state of title MRiJ~L960439~AGR00003.002 ~J-19~1T A ORO 48-08