2023-094 Ordinance - Laserfiche WebLink

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(a) Communications concerning Seller shall be addressed to: Michael R. Gareau, Jr., Director of Law, City of North Olmsted, Ohio; (b) Communications concerning Purchaser shall be addressed to: 12.5 Conflict of Laws. This Agreement shall be governed by the laws of the State of Ohio. 12.6 No Waiver. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance or any other obligations or acts. No failure or delay of either party in the exercise of any right given to such party hereunder shall constitute a waiver hereof unless the time specified herein for exercise of such right has expired, nor shall any single or partial exercise of any right preclude others or further exercise thereof or of any other right. The waiver of any breach hereunder shall not be deemed to be a waiver of any other or any subsequent breach hereof. 12.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. As used in this Agreement "execution of this Agreement" or "full execution of this Agreement" means the execution and delivery of this Agreement by Seller and Purchaser. 12.8 Assignment. This Agreement shall not be assigned by Purchaser to any person entity without the advance written consent of Seller, which consent may be withheld in Seller's discretion. At the time of Closing, Purchaser may, with the consent of Seller, request that a nominee take title to the Property. No consent to any assignment or to a conveyance to a nominee shall relieve Purchaser of an obligations arising under this Agreement. 12.9 Construing Language. The parties hereby acknowledge that each is a sophisticated Purchaser or Seller of properties and each is represented by counsel and has had the opportunity to review this Agreement. The covenants and agreements of the parties contained in this Agreement shall not be construed in favor of or against either party, but shall be construed as if both parties drafted this Agreement. 12.10 Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.