2025-059 Ordinance - Laserfiche WebLink

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the Purchaser has objected. In the event that the Seller is unwilling or unable to cure any objection made by the Purchaser within thirty (30) days after receipt of the Purchaser's notice, the Purchaser may, by written notice to the Seller, either (i) terminate this Agreement, at which time the parties shall be released from all further obligations under this Agreement, or (ii) waive such condition and proceed to purchase the Property. If the Purchaser has not notified the Seller of any unacceptable condition during the Due Diligence Period, then any such condition shall be deemed to be waived by the Purchaser. The Purchaser must restore the Property to substantially its original condition after the tests, surveys, studies and inspections are conducted. Seller shall cooperate in making the Property reasonably available for inspection by Purchaser. If Purchaser is not, in good faith, satisfied with the condition of the Property as disclosed by any inspection thereof, Purchaser may deliver to Seller a written request that the Seller remedy any unsatisfactory conditions. In the event that Purchaser and Seller do not reach agreement regarding remedying the unsatisfactory conditions prior to the expiration of the Due Diligence Period, then Purchaser shall have the right to terminate this Agreement. 6. Title Company and Escrow Agent. Northstar, a Division of Stewart Title Company, 20445 Emerald Parkway, Suite 200, Cleveland, Ohio 44135, phone (216) 623-3655, facsimile (800) 953-4026, nsinfo(dvewart.com, is hereby designated as the Title Company and escrow agent in connection with this transaction. An executed copy of this Agreement shall be deposited with the Title Company by Seller, and this Agreement shall serve as the escrow instructions. 7. Status of Title to Property. Purchaser may procure an Owner's policy of title insurance for the Property in an amount it determines. Within 720 days following the date of this Agreement, the Purchaser shall, at its sole cost, procure a title commitment for the Property prepared by the Title Company and provide a copy to the Seller along with any recorded documents referenced in the commitment. Purchaser shall also procure and deliver to the Seller a survey and legal description of the Property, certified to Purchaser and the Title Company in form and substance sufficient to permit the Title Company to issue the title policy with the so-called "Survey Exceptions" removed from such policy together with such other certification of the surveyor as may be required by Purchaser. The survey shall satisfy the most recent "Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys". The survey shall include a metes and bounds description of the Property which, upon approval by the Title Company, Purchaser and the Cuyahoga County Ohio Tax Map Department shall be deemed to constitute the legal description of the Property. The Purchaser shall notify the Seller of its objection to any matter shown in the commitment and survey not later than the expiration of the Due Diligence Period. If the Seller is unable or unwilling to remove any such objections prior to the Closing, then Purchaser's sole remedy shall be either to (a) terminate this Agreement, at which time the parties shall be released from all further obligations under this Agreement, or (b) waive the objections and accept such title as the Seller is able to convey without abatement of the purchase price. If Purchaser has not notified the Seller of any objections during the Due Diligence Period, then any such condition shall be deemed to be waived by Purchaser. At the Closing for each of the individual property, the Seller shall furnish the Purchaser and the Title Company with a seller's affidavit as to mechanic's and materialmen's liens, persons in possession of the Property, and similar title matters required by the Title Company. The Purchaser shall update the title commitment for the Property to the date of Closing. If such update 4