5A5 Purchase Agreement (4124 Old Cleveland) - Signed

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5 7.SELLERS’ REPRESENTATIONS AND WARRANTIES The undersigned Sellers represent and warrant to Buyer that Sellers own fee simple title to the Property and have not granted any option or right of first refusal to any person or entity to acquire the Property or any interest therein, except as has been granted to Buyer. The undersigned Sellers further represent and warrant Sellers are fully empowered to sell the Property to Buyer under the terms and conditions stated in this Agreement, and that they have disclosed to Buyer any notifications from any local, state, or federal authority regarding environmental matters pertaining to the Property. Sellers shall provide Buyer a copy of all known environmental inspection reports, engineering, title, and survey reports and documents in Sellers’ possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Sellers. 8.CLOSING A.Timing of Closing. Unless this Agreement is earlier terminated, the transfer of title contemplated by this Agreement (the “Closing”) shall be held at the office of the Title Company on a mutually agreeable date not later than six (6) months after the date of exercise. B.Closing Procedure. (1)At Closing, Buyer shall deliver the Purchase Price to Sellers, conditioned on Sellers’ delivery of a warranty deed, substantially in the form attached hereto as Exhibit B, conveying the Property to the Buyer, free and clear of all liens, encumbrances, judgments, title defects and exceptions, except those expressly waived by Buyer, and the Title Company’s delivery of the Title Commitment to Buyer in accordance with Section 5 above. (2)The Sellers shall have up to six (6) months to vacate the Property after the Closing, at which point any and all personal property remaining at the Property will be deemed to be abandoned by Sellers, and Buyer, in its sole discretion, may choose to exercise possession of and control over any such personal property. The Property shall be delivered to the Buyer in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement. E.Sellers’ Due Diligence. Sellers acknowledge that Sellers have conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Sellers may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement. 9.ACCEPTANCE OF PROPERTY “AS-IS”