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than one (1) day prior to the Closing Date: (i) a limited warranty deed conveying the <br />Residential Property to Seller; and (ii) such affidavits and indemnities as are reasonably <br />requested by the Title Company in connection with the conveyance of the Residential Property. <br />This Agreeinent shall serve as joint escrow instructions to Escrow Agent. Escrow Agent <br />may attach its standard terms which shall govern insofar as they do not conflict herewith. <br />The Escrow Agent shall close the transaction by: <br />i. Filing the deed(s) for record; <br />ii. Charging the Parties for prorations and costs as provided herein; and <br />iii. Disbursing the funds and delivering the docuinents (or recorder's receipt) <br />deposited with it as provided lzerein. <br />Escrow Agent shall charge the following costs and expenses to Buyer on the Closing <br />Date (the "Closing Costs"): (i) the premium to issue the Title Policy; (ii) the cost of the Survey, <br />if any; (iii) the fees for filing the Deed for the Property; (iv) the cost of the real estate transfer tax <br />or conveyance fee; (v) the cost of the title examination for the Property and the fee for issuance <br />of the Title Commitment; and (vi) the escrow fee. Buyer shall deposit any amounts needed to <br />satisfy the Closing Costs with Escrow Agent on or prior to the Closing Date. Escrow Agent shall <br />charge the following costs and expenses to Seller on the Closing Date (the "Seller Closing <br />Costs"): (i) the cost of any title commitment or any title policy for the Residential Property; (ii) <br />the cost of any survey for the Residential Property; and (iii) the fees for filing the deed for the <br />Residential Property. Seller shall deposit any amounts needed to satisfy the Seller Closing Costs <br />with Escrow Agent on or prior to the Closing Date. <br />8. Pa-econditions to Closing.All of Buyer's obligations to Closing are conditioned <br />on the following (the "Preconditions to Closing"): <br />(a) Satisfaction of the title and survey conditions as set forth in Section 3; <br />(b) Satisfaction of the inspection conditions as set forth in Section 4; <br />(c) The representations and warranties of Seller set forth in this Agreement shall Ue <br />true and correct on the Closing Date; <br />(d) Passage of an ordinance by Mayfield Village Council ("Village Council") <br />authorizing the transaction contemplated by this Agreement; <br />(e) Passage of a resolution by the Board of Trustees of Buyer authorizing the <br />transactions contemplated by this Agreement; and <br />(fl Approval by Seller, and the filing by Seller, if necessary, at Seller's sole cost and <br />expense, of a lot split consolidation plat, reviewed and approved by Buyer, with the Cuyahoga <br />County Recorder to designate the Property as a separate tax parcel. <br />474370 v_05 \ 122504.0011