94-090 Ordinance - Laserfiche WebLink

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._..h~.~~a ._ .._._~ .. ..-. .,~, ,, , '"" SALE AND PURCHASE AGREEMENT THIS AGREEMENT: is made this ~ 7 ~ day of ~'k ~ ~ T 1994, by and between Biddulph, Inc , a corporation for profit duly organized and validly existing under the laws of the State of Ohio (the "Seller") and the City of North Olmsted, Ohio, a municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Ohio and the City Charter (the "City"), under the following circumstances: WI~REAS, the Seller desires to sell to the City the assets hereinafter described, and the City is desirous of acquiring such assets, all upon the terms and conditions set forth herein; and WHEREAS, the City is authorized to enter into this Agreement pursuant to Ordinance No.~y-~c~passed~,~-pfi ,~c~ ~~~~(. NOW, THEREFORE, THIS AGREEMENT VVITNESSETH: In consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows: 1 PURCHASE AND SALE. Subject to the terms and provisions set forth herein, the Seller agrees to sell to the City, and the City agrees to purchase from the Seller, on the Closing Date hereinafter referred to and at the price and upon the terms and conditions hereinafter set forth, the entire assets, real, personal and mixed, tangible and intangible, of Seller, including but not limited to those assets comprising, relating to or forming a part of the ballroom and country club known as Springvale Ballroom and Country Club, 5871 Canterbury Road, North Olmsted, Ohio (the "Club"), except as specifically excluded in Section 1.2 below. 1.1 The assets of Seller to be sold to the City include, without limitation, the following assets so comprising, relating to or forming a part of the Club on the Closing Date (collectively, the "Property"): (a) The real estate described on Schedule 1.1(a) attached hereto, together with any and all easements and other rights appurtenant thereto, if any (the "Premises"); (b) All buildings, structures and other improvements located on the Premises, including, without limitation, the buildings, structures and improvements specifically described on Schedule 1.1(b) attached hereto;