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Purchaser to consummate the transaction contemplated by this <br />Agreement is conditioned upon the fulfillment of each of the <br />following conditions as of the Closing Date (all or any <br />portion of which may be waived in whole or in part at or prior <br />to Closing): <br />(i) The Village of Mayfield Council has approved the <br />transaction contemplated herein; <br />(ii) The Title Company shall be prepared to issue the <br />Title Policy in the amount of the Purchase Price; <br />(b) If, as of the Closing Date, any of the conditions of <br />subsection 7 (a) hereof are not fulfilled, in whole or in <br />part, or if at any time prior to the Closing Date, <br />Purchaser determines, in its reasonable judgment, that <br />any of the conditions set forth in subsection 7 (a) hereof <br />cannot be fulfilled, in whole or in part, on or before <br />the Closing Date, Purchaser, at its sole option, shall <br />have the right, exercisable by written notice to Seller, <br />(i) waive such condition and proceed to close this <br />transaction, or (ii) to terminate this Agreement by <br />written notice to the Seller and Title Company and this <br />Agreement shall have no further force or effect, <br />If, as of the Closing Date, all of the conditions of <br />subsection 7(a) hereof have been fulfilled or, in the <br />event the conditions have not been fulfilled but <br />Purchaser has agreed to waive such conditions in writing <br />and Purchaser fails or refuses to proceed with Closing, <br />Seller shall be entitled to sue Purchaser for specific <br />performance and/or damages suffered by Seller as a result <br />of Purchaser's default. <br />8. CLOSING. <br />(a) Closing shall occur on or before October 31, 1998, (the <br />"Closing Date"), or such earlier date to which Purchaser <br />gives Seller not less than seven (7) days prior written <br />notice, subject, however, to extension to permit the <br />parties to exercise their rights hereunder and to fulfil <br />the conditions of subsection 7(a). <br />(b) The Title Company shall act as escrow agent for the <br />closing of this transaction. This Agreement shall serve <br />as escrow instructions to the Title Company. If any of <br />the terms of this Agreement are inconsistent with the <br />Title Company's standard conditions of acceptance, the <br />terms of this Agreement shall control. <br />(c) Seller and Purchaser shall deposit their respective <br />documents, and Purchaser shall deposit the Purchase <br />Price, less any credits to which Purchaser is entitled, <br />