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Notices may be sent by certified mail or e-mail. Notices are effective two business days <br /> after they are mailed via certified mail, return receipt requested or, if delivered in any <br /> other manner, when the party to whom the notice is directed actually receives the notice. <br /> If delivered at the Closing, a notice shall be deemed given when hand-delivered to the <br /> parry's representative at the Closing. The business addresses of the parties are as follows: <br /> Seller: City Administrator <br /> City of Ramsey <br /> 7550 Sunwood Drive N.W. <br /> Ramsey, MN 55303 <br /> Email: pbrama@cityoframsey.com <br /> Buyer: OGA Acquisitions, LLC <br /> 2932 Foster Creighton Drive <br /> Nashville, TN 37214 <br /> Email: boman@oman-gibson.com <br /> With a copy to: <br /> John R. Haynes, Esq. <br /> Bradley Arant Boult Cummings, LLP <br /> 1600 Division Street, Suite 700 <br /> Nashville, Tennessee 37203 <br /> E-mail: jhaynes@babc.com <br /> Notices not given in the manner or within the time limits set forth in this Agreement are <br /> of no effect and may be disregarded by the party to whom they are directed. <br /> 14. CLOSING. This transaction shall close on the date that is fifteen (15) days after Buyer <br /> delivers a Notice to Proceed to Seller(the "Outside Closing Date") or on such earlier date <br /> as Seller and Buyer may establish by mutual, written agreement. The Closing shall take <br /> place at the offices of the Escrow Agent, or at some other place as the parties may <br /> mutually agree prior to such date. At the option of either Party, the executed closing <br /> documents, Purchase Price and closing costs may be deposited with the Escrow Agent <br /> and disbursed by the Escrow Agent pursuant to avoid the necessity for a Closing at which <br /> the Parties are present. <br /> a. Conditions to Closing. As a condition to Buyer's obligation to close, (i) all of <br /> Seller's representations and warranties shall be true and correct as of the Closing <br /> Date, (ii) Seller shall have performed all of its obligations under this Agreement, <br /> (iii) no condemnation or eminent domain affecting the Property or access to the <br /> Property shall have occurred or be threatened, (iv) the title company shall be <br /> irrevocably and unconditionally be prepared to issue its final title policy to Buyer <br /> pursuant to the Title Commitment, subject only to the Permitted Exceptions and <br /> free from the standard exceptions with all endorsements that Buyer shall request <br />