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2008-012 AMS - Telesis Construction Management LLC (Library Building)
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2008-012 AMS - Telesis Construction Management LLC (Library Building)
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Last modified
4/19/2011 10:54:22 AM
Creation date
1/25/2010 4:47:01 PM
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BOCC
Date
1/15/2008
Meeting Type
Regular Meeting
Document Type
Agenda
Agenda Item
4y
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Agenda - 01-15-2008-4y
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\Board of County Commissioners\BOCC Agendas\2000's\2008\Agenda - 01-15-2008
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rights, obligations or duties to one another under this Agreement. If Seller cures or satisfies the objection <br />within such fifteen (15) day period, or provides reasonable assurance to Purchaser with such fifteen (15) day <br />period that such objection will be cured at or before Closing, then this Agreement shall continue in effect. <br />.Purchaser shall have the right at any time to waive any objection to any Title Exceptions that it may have <br />made and thereby preserve this Agreement in effect. <br />4.02 An assignment in a form and content reasonably satisfactory to Purchaser, dated as <br />of the Closing Date, which assigns to Purchaser all of Seller's rights, titles and interests in and to all <br />Contracts, Permits and other Property which Purchaser has elected to purchase and assume and which may <br />properly be assigned to Purchaser thereby. <br />4.03 A bill of sale in a form and content reasonably satisfactory to Purchaser, dated as of <br />the Closing Date, which conveys to Purchaser all of the Equipment and other Property which Purchaser has <br />elected to purchase and which may properly be conveyed to Purchaser thereby. <br />4.04 An affidavit and agreement regarding debts and liens executed by Seller and Seller's <br />contractor(s) and dated as of the Closing Date, stating that there are no unpaid debts for any work that has <br />been done or materials furnished to the Real Property prior to and as of the Closing Date and further stating <br />that Seller shall indemnify, save and protect Purchaser and Purchaser's lender (if any) and title insurer <br />harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses <br />(including court costs and reasonable attorneys' fees related thereto) arising out of, in connection with, or <br />resulting from, any such debts and liens in a form and substance mutually acceptable to counsel for Seller and <br />Purchaser. <br />4.05 An affidavit of title with respect to the Real Property executed by Seller and Seller's <br />contractor(s) in a form acceptable to Purchaser's title insurer to issue title insurance without exception for <br />mechanics' or materialmen's or other statutory liens or for the rights of parties in possession. <br />4.06 To the extent available, the originals of all Contracts, Permits and other items <br />identified in paragraph 5.01. <br />4.07 An affidavit stating that Seller is not a "Foreign Person" within the meaning of IRC <br />Section 1445(f)3. <br />4.08 Such instruments or documents as are necessary, or reasonably required by <br />Purchaser or Purchaser's title insurer, to evidence the authority of Seller to consummate the purchase and sale <br />transaction contemplated herein and to execute and deliver the required closing documents, including without <br />limitation, copies of Seller's organizational documents and the originals of such documents as are required to <br />evidence the due authorization and approval of the transaction contemplated herein. <br />4.09 Such other documents as may be reasonably required by Purchaser, Purchaser's <br />counsel, Purchaser's lender or the title insurer to carry out the terms and provisions of this Agreement. <br />SECTION 5. Closing. <br />5.01 Subject to the provisions of SECTION 6, the closing or settlement ("Closing") of <br />the transaction contemplated by this Agreement shall be held at the office of Purchaser's counsel in <br />Hillsborough, North Carolina, or at any other place in Orange County, North Carolina that maybe designated <br />by Purchaser. Closing shall occur during regular business hours not later than thirty (30) calendar days after <br />-4- <br />
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