HEADINGS TO PARAGRAPHS
AND SUBPARAGRAPHS HEREIN ARE INSERTED FOR THE CONVENIENCE OR REFERENCE ONLY, AND
ARE NOT INTENDED TO BE A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT. ALL PARAGRAPH AND SUBPARAGRAPH REFERENCES IN THIS AGREEMENT ARE
TO THE PARAGRAPHS OR SUBPARAGRAPHS OF THIS AGREEMENT UNLESS EXPRESSLY STATED TO
THE CONTRARY.
13.
ENTIRE AGREEMENT, MODIFICATION.
THIS AGREEMENT, TOGETHER WITH THE
LEASE AND OPTION AGREEMENT, CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO RELATING TO THE PROPERTY AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
NEGOTIATIONS, UNDERSTANDINGS AND AGREEMENTS, WRITTEN OR ORAL, BETWEEN THE
PARTIES HERETO.
THIS AGREEMENT SHALL NOT BE AMENDED OR MODIFIED AND NO WAIVER
OF ANY PROVISION HEREOF SHALL BE EFFECTIVE UNLESS SET FORTH IN A WRITTEN
INSTRUMENT EXECUTED WITH THE SAME FORMALITY AS THIS AGREEMENT.
14.
ASSIGNMENT.
THIS AGREEMENT MAY BE ASSIGNED BY THE PURCHASER TO AN
ENTITY IN WHICH IT OWNS A CONTROLLING INTEREST OR TO AN ENTITY ACQUIRING ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE PURCHASER.
15.
CHOICE OF LAWS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS.
16.
FURTHER ACTS.
PRIOR TO AND AFTER CLOSING, EACH PARTY HERETO
AGREES TO PERFORM ANY AND ALL SUCH FURTHER AND ADDITIONAL ACTS AND EXECUTE AND
DELIVER ANY AND ALL SUCH FURTHER AND ADDITIONAL INSTRUMENTS AND DOCUMENTS AS MAY
BE REASONABLY NECESSARY IN ORDER TO CARRY OUT THE PROVISIONS AND EFFECTUATE THE
INTENT OF THIS AGREEMENT.
THIS PROVISION SHALL SURVIVE THE CLOSING.
4
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name pursuant to due authority as of the dates set forth below.
SELLER:
JACOBS LOT D INC.,
an Ohio corporation
By:
/s/ David C. Grunenwald
Printed Name:
David C. Grunenwald
Title:
Vice President of Development/Leasing
PURCHASER:
JACOBS NAUTICA DEVELOPMENT, INC.,
a Delaware corporation
By:
/s/ Stanley Politano
Printed Name:
Stanley Politano
Title:
Vice President
5
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
Situated in the City of Cleveland, County of Cuyahoga, and State of Ohio and
known as being Block "W" (sublots 525 through 548 inclusive) in the Buffalo
Company Allotment of part of Original Brooklyn Township Lots 51 and 70 as shown
by the recorded plat in Volume 3, Page 51 of Cuyahoga County Map Records, and
bounded and described as follows:
Beginning at a point in the centerline of Winslow Avenue, 66 feet wide, at its
intersection with the centerline of Center Street, 66 feet wide, from which
point a stone monument found bears North 70 degrees 28 minutes 54 seconds West,
0.19 feet; North 19 degrees 22 minutes 59 seconds East, 0.13 feet;
Thence North 19 degrees 22 minutes 59 seconds East along the centerline of
Winslow Avenue, 33.00 feet to a point;
Thence South 70 degrees 28 minutes 54 seconds East, 33.00 feet to a drill hole
and "V" set in the easterly line of Winslow Avenue at its intersection with the