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have the option, exercisable within twenty (20) days after receipt of such notice to (a) <br />accept title to the Property subject to said Defect without diminution in the Purchase <br />Price, or (b) terminate this Agreement. If Buyer elects to terminate this Agreement <br />pursuant to this Section, all funds and documents deposited or paid by Buyer to Seller <br />shall be immediately returned to Buyer and the parties shall be released from any further <br />obligations each to the other, except that the parties shall split equally the costs ~of all <br />title work and accrued escrow charges. If Buyer fails to make a written election within <br />the twenty (20) day period provided, Buyer shall be deemed to have elected option (a) <br />above. <br />6. Closin .The transaction contemplated herein shall close in escrow upon <br />a date selected by Seller which shall be (i) no later than the date upon which Seller is <br />required to vacate the Property pursuant to Section 6G. herein, and (ii} no earlier than <br />December 31, 1999. <br />A. Seller's Deliveries. On or before the Closing Date, Seller shall <br />deposit or cause to be deposited with the Escrow Agent: <br />i. A good and sufficient General Warranty Deed (the "Deed"}, <br />in form acceptable to Buyer, conveying to Buyer fee simple title to the Property, <br />free and clear of-all Defects except the Permitted Exceptions; <br />ii. "Non-Foreign Seller Affidavit" as required by Section 1445 <br />of the Internal Revenue Code of 1989,as amended; <br />iii. Such funds and other instruments, in recordable form or <br />otherwise, as may be reasonably required by the Escrow Agent as a <br />condition of the closing of the escrow. <br />B. BuYer's Deliveries. On or before the Closing Date, Buyer shall <br />deposit with the Escrow Agent: <br />The Promissory Note and Mortgage described in Section <br />2.C.; <br />ii. A certified copy of a resolution of the Council of Mayfield <br />Village authorizing Buyer to enter into this Agreement and perform the <br />obligations to be performed by Buyer hereunder, including payment of the <br />Purchase Price; <br />iii. Such other funds and instruments, in recordable form or <br />otherwise, as may be reasonably required by the Escrow Agent as a <br />condition of the closing of the escrow. <br />C. Seller's Costs. Seller shall pay or be charged with the following <br />costs and expenses: <br />i. any and all state, county and local transfer taxes and <br />conveyance fees on the sale and transfer of the Property; <br />