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1.07 Any and all other rights, privileges and appurtenances owned by Seller and in any <br />way related to, or used in connection with, the occupancy, use and/or operation of the Real Property for its <br />intended purpose(s). <br />The term "Property," as used in this Agreement, shall mean, collectively, all of the real property and <br />all of the tangible and intangible personal property described in this SECTION 1, including, but not limited <br />to, the Real Property, the Building, the Equipment and the Permits. <br />SECTION 2. Purchase Price. <br />2.01 The purchase price (the "Purchase Price") for the Property shall be Six Million Six <br />Hundred Sixty-Two Thousand Nine Hundred Fifty-Seven and No/100 Dollars ($6,662,957.00) less a credit in <br />the amount set forth in Section 2.03 below, and as may be further adjusted as provided in this Section and in <br />SECTION 3, payable in immediately available funds to Seller at Closing. <br />2.02 The Purchase Price shall be increased by such amount(s) as may be necessary to <br />compensate Seller for (a) any increase in Building construction costs and/or expenses reasonably incurred by <br />Seller resulting from changes made by Purchaser to the Interior Upfit (as hereinafter defined), (b) the amount <br />by which the cost of the Interior Upfit shall exceed $55.00 per square foot (the "Interior Upfit Allowance"), <br />(c) any Building construction costs and/or expenses not included in the Guaranteed Maximum Price (as <br />hereinafter defined) that are compensable pursuant to the Agreement For Construction Manager at Risk <br />Services ("the Construction Agreement") by and between Seller and Purchaser, and (d) any Building <br />construction costs and/or expenses not included in the Building Construction Budget that are incurred by <br />Seller by reason of a change order or change order directive issued by Purchaser. The Purchase Price <br />purchases the Property and includes (1) the construction of the shell of the Building, (2) the exterior <br />improvements to the Real Property and (3) the Interior Upfit Allowance, which together make up the <br />"Guaranteed Maximum Price". <br />2.03 The Purchase Price shall be credited by the budgeted cost of all design professionals <br />whose contract(s) are assigned to Purchaser pursuant to N.C. Gen. Stat. Section 143-64.31 less any amount of <br />such budgeted cost Seller has paid such design professionals. <br />2.04 Notwithstanding the execution and delivery of this Agreement, the right of Seller to <br />seek an adjustment to the Purchase Price for any of the grounds recited in paragraph 4 of the Agreement of <br />Intent between Seller and Purchaser dated November 2, 2006 ("the Agreement of Intent") is hereby reserved. <br />Should Seller seek an adjustment to the Purchase Price as provided in this paragraph, Seller shall deliver to <br />Purchaser with the requested adjustment a detailed analysis of the reasons for the request relating the reasons <br />to applicable provisions(s) of the Agreement of Intent and comparisons of requested changes with the same <br />information on documents and other information relied upon by Seller in arriving at the Purchase Price. If the <br />Seller's ground for requesting an adjustment to the Purchase Price is that Seller was delayed in the <br />commencement of construction by reason of the public bid process or by the reason of matters reasonably <br />beyond Seller's control, Seller shall deliver to Purchaser with the requested adjustment a copy of each and <br />every document and any other information relied upon by Seller in arriving at the Purchase Price. <br />SECTION 3. Costs and Prorations. <br />3.01 Seller shall pay the cost of deed preparation and any and all real estate excise tax, <br />any transfer tax, revenue tax or other imposition of any nature applicable to this transaction. Purchaser shall <br />pay the cost of its title examination, the title insurance premium charged by Purchaser's title insurer for <br />-2- <br />