2008-012 AMS - Telesis Construction Management LLC (Library Building)

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SECTION 19. Headings. The section and paragraph headings in this Agreement are inserted for convenience only and are in no way intended to interpret, define, or limit the scope of content of this Agreement or any provision hereof. SECTION 20. Possession. Seller shall deliver actual possession of the Property to Purchaser at Closing. SECTION 21. Surviving Clauses. The provisions of this Agreement relating to tax and other pro- rations after Closing and Seller's and Purchaser's respective indemnifications shall survive Closing or any termination of this Agreement by either party whether as a matter of right or in breach of this Agreement, notwithstanding any other provision in this Agreement to the contrary. Except as set forth in the preceding sentence or as otherwise expressly set forth herein, all other provisions of this Agreement shall not survive Closing or any termination hereof by either party as a matter of right. SECTION 22. 1031 Exchange. Notwithstanding any provision to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller shall have the right, at Closing, to sell the Property as a part of a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (a "Tax-Free Exchange"). If Seller elects to effect aTax-Free Exchange pursuant to this paragraph, Purchaser shall execute and deliver such documents as may be required to effect the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Notwithstanding the foregoing, the Tax-Free Exchange shall not diminish Purchaser's rights, nor increase Purchaser's liabilities or obligations, under this Agreement. Seller shall pay for all fees, costs and expenses in connection with such Tax-Free Exchange. SECTION 23. Governing Law and Jurisdiction. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws and decisions of the State of North Carolina. Any action or proceeding brought by any party to construe, interpret or enforce this Agreement or any provision hereof shall be brought in the state or federal courts of North Carolina. Each of the parties to this Agreement hereby submits and consents to the jurisdiction of such courts. SECTION 24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and assigns, if any. SECTION 25. Exhibits. The exhibits referred to in and attached to this Agreement are incorporated herein by this reference. SECTION 26. Date of Agreement. As used herein, the term "Date of Agreement" shall mean the date as of which this Agreement is executed by both Purchaser and Seller as indicated below. SECTION 27. Counterparts. This Agreement may be executed and delivered in several counterparts, and all such counterparts so delivered and executed shall constitute but one and the same instrument. -10-