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with the Title Company on or before not less than two ( 2 ) <br />business days prior to Closing. <br />(d) At the Closing, Seller shall pay the transfer taxes and <br />conveyance fees required to be paid in connection with <br />the transfer of the Premises to Purchaser, one-half (1/2) <br />of the Title Company's fees, if any, for its services as <br />escrow agent hereunder, and one-half (1/2) of the Title <br />Company's fees for issuing the Commitment and the Title <br />Policy. Purchaser shall pay the cost of recording the <br />Deed, and one-half (1/2) of the Title Company's fees, if <br />any for its services as escrow agent hereunder and one- <br />half (1/2) of the Title Company's fees for issuing the <br />Commitment and the Title Policy. <br />(e) At, Closing, the Title Company shall (i) deliver the Deed <br />to Purchaser by filing the Deed for record in the public <br />records in the county which the Premises are located, <br />(ii) pay to Seller the Purchase Price less any credits to <br />which Purchaser is entitle, (iii) issue the Title Policy, <br />and (iv) charge Seller and Purchaser or its nominee for <br />their other respective costs. <br />9. TAXES. All Taxes shall be prorated and adjusted between <br />Seller and Purchaser as of the Closing Date, with Seller charged <br />for the Closing Date and the days prior thereto, on the basis of <br />the last officially certified and available tax duplicate for the <br />Premises. <br />10. POSSESSION. Possession of the Premises shall be delivered <br />by Seller to Purchaser on the Closing Date, free of all tenancies <br />whatsoever. <br />11. NOTICES. All notices, requests and other communications under <br />this Agreement shall be in writing and shall be deemed given when <br />made by personal delivery or sent by registered or certified mil, <br />postage prepaid, return receipt requested, addressed as follows, <br />and notices shall be deemed given on the date on which the notice <br />is received by a party, in the case of personal delivery, of the <br />date on which it is deposited in the U.S. Mails, in the case of <br />mail: <br />If to Seller, to: James A. Grasso, Esq. <br />6000 Rockside Woods Blvd., #220 <br />Cleveland OH 44131-2350 <br />If to Purchaser, to: Joseph W. Diemert, Esq. <br />1360 S.O.M. Center Road <br />~ Cleveland OH 44124 <br />12. MISCELLANEOIIB. This Agreement constitutes the entire Agreement <br />between Seller and Purchaser regarding the sale and purchase of the <br />Premises, and shall be binding upon, and inure to the benefit of <br />