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..~,~._. <br />_.. ,~ <br />,r~ ,~ <br />i <br />Seller related to the Property in order that the City may have full opportunity to make <br />such investigation as it shall desire; and <br />(b) Seller will use reasonable efforts to assist the City in its efforts to <br />obtain the consent of the Board of Liquor Control of the State of Ohio to the substitution <br />of the City or a designee of the City as permittee under the Seller's State of Ohio permits <br />to sell beer and liquor upon the properties of the Club, the transfer of each such permit <br />to the City or a designee of the City, or the issuance to the City or a designee of the City <br />of a new permit in lieu of any existing permit, as the City may deem appropriate. <br />4.2 The City covenants and agrees that from and after the Closing Date, <br />and for so long as the City owns the Club, William Scheeff, Rose Scheeff and Almera <br />Reitz shall be entitled to use the Club and its facilities free of charge. <br />5 CLOSING. The closing of the transactions provided for herein shall be <br />held at North Olmsted, Ohio, on October 27, 1994, (the "Closing Date"), or at such other place <br />and time as shall be mutually agreed upon by the Seller and the City. <br />5.1 On or before the Closing Date, the Seller shall deliver to the City <br />the following: <br />(a) Appropriate assignments of all certificates of title to all motor <br />vehicles to be conveyed by the Seller pursuant to this Agreement, <br />in form and substance satisfactory to the City; <br />(b) An assignment of the contracts or leases listed on Schedule 1.1(g); <br />(c) A conveyance to the City, or to such person, partnership, <br />corporation or association as may be designated by the City of the <br />right as against the Seller to be substituted as the permittee under <br />all of the Seller's State of Ohio permits to sell beer and liquor upon <br />the properties of the Club, including, but without limitation, the <br />Seller's [D-5] permit; <br />(d) A bill of sale or bills of sale with covenants of general warranty to <br />the Property to be conveyed hereunder, in form and substance <br />satisfactory to the City; <br />(e) All books of account, files and other records of the Seller which <br />relate to the Property purchased by the City hereunder; <br />(fJ Certified copies of the proceedings of the shareholders and <br />directors of the Seller authorizing and approving this Agreement <br />and the sale herein provided; and <br />5 <br /> <br />